My Little Pony and the Wolves of Imperiacus
by Commander369
Summary: When an ancient enemy has returned. Twilight and her friends must travel to the land of Imperiacus, to seek help from the Legendary Guardians: The Wolves of Imperiacus.
1. Do you believe in the Guardians?

**Note: This all belongs to the Hasbro. This is my first fan fiction for my little pony. I like to think this an animated movie for the series. The story took place after season 3 Games Ponies Play, completely ignoring the episode Magical Mystery Cure like it never existed. The song could be a little off because I am not a musician so don't complain about the song. If you wish to see the picture for the wolf Guardians and the Nightwalkers, go to the Deviantart website on my profile.**

* * *

"_Once upon a time, when the Earth was young and new, there were always been the Sun and the Moon. It was the time and life for the world. When the years pass by, the Earth ages."_

"_Soon after its hundred years, the Earth grows old and dies. But then, the Sun and Moon shines its powers by combining itself into one element called the Eclipse. When the Eclipse is formed, the Moon's shadow spreads the seeds of life over the Earth, when the Moon passes by, the Sunlight shines the seeds and grows its life, restoring to its former youthfulness for another hundred years."_

"_Even though, the Eclipse could save the Earth, it could not protect it. By using it tremendous powers, it circles the Earth to selecting its warriors. In order to be chosen, it must be a race of conning, strong, fearless, and confident. And so the Eclipse has chosen the wolves, led by the proud and powerful Prince Eclipso. The greatest threat the wolves ever faced were the Nightwalkers, led by the evil Dark Lord Bloodfang, an evil Vampire Demon Bat born from the power of darkness. He vowed that he would block the Eclipse, to prevent the life for returning the Earth. Reluctantly, the Prince Eclipso gathered the six most powerful warriors ever known: the Guardians. And so began "The Legendary War"."_

"_After fierce battles, they defeated Bloodfang and sealed him in a silver coffin and buried him deep in the ground. Prince Eclipso__ took on responsibility for both Sun and Moon for once every hundred years and peace and harmony has been maintained since…."_

* * *

**3000 years later**….. On the land of Equestria lied a town called Ponyville. Ponyville is bright and clean place of all the land. It is a place full of ponies who lived in peace and harmony for years to come. It is a small town and the home to all the Earth Ponies, Pegasus, and Unicorns as well. Ponies go about their business everywhere. At the center of Ponyville, we see a familiar tree house on the center of town, a library, zooming in closer and closer, viewing through the window and finally we see a purple unicorn on her desk reading her favorite book of all time. The title was called "The Little Lost Unicorn"? And it seemed likely that she is getting into the book's interest.

"Wow, what a great book. The best book I've read in all my life." Twilight amazed.

She continued reading by turning the next page with her unicorn magic, loving the enjoyment of reading her favorite book. Upstairs came a little baby purple dragon sneaking his way downstairs. Trying to make sure he doesn't make a sound to interrupt the distracted unicorn.

"This story really almost resembles me in every direction. It's almost like the writer based this story on me." Twilight said while turning the page.

The baby dragon tip toes behind the purple unicorn and steadily walked his way towards the door.

"I wish I could meet this writer." The unicorn turned the book to the front cover and read the initials of the writer. "Author by C.S.N?" Twilight observed the initials. "If only he write down his real name. I could've held my tribute to him."

By the time the baby dragon reached his hand to the doorknob, the purple unicorn appeared behind him, caught him in the act.

"Where are you going, Spike?" Twilight said from behind the purple dragon.

Spike shrieked and faced Twilight with a nervous look. "Um…..Nowhere, Twilight."

Twilight stared at Spike in a suspicious manner, knowing that he is lying.

Spike laughed nervously and lowered his head in ashamed manner. "Um…okay. I was planning to go to the Festival and have some fun."

"Spike, there's no need to go to that ridiculous Festival over some valuable study time." Twilight shouted.

"Oh come on, Twilight. It's not every day I get to go out and have some fun once in a while." Spike signed.

Twilight opened her eyes wide open, shocked to hear what Spike just said to her. "What's that supposes to mean!?"

"Oops." Spike gulped.

Twilight saw the sad impression on Spike's face and signed in defeat. She knew that it is no use for her to change Spike's mind.

"Fine." Twilight groaned.

Spike snapped of out it, surprised to hear what Twilight just said. "Really!?"

"Yes, let's go." Twilight replied.

Spike jumped to excitement. "Woo-hoo!"

In the middle of Ponyville, they are having a festival around town, showing cardboard cutout of a wolf's head with a crown on top, hanging from a balcony on the town square. Twilight and Spike walking through a square filled with happy ponies along with festival goers and snack carts. It is a huge Festival, where lots of ponies are having fun by feasting, dancing, playing games and taking pictures. They are celebrating a Nation Holiday, most likely to be the most important holiday in all of Equestria.

"I don't get it, of all the special holidays to celebrate with the huge flags, parties, games, or even parades. They choose this holiday. The most ridiculous holiday in the century. Guardian Day..ha? What a joke." Twilight complained.

Twilight and Spike continues walking as the background ponies' cheered in delight.

"Yeah! Whoo-hoo!"

"There's Hearts and Hooves Day. There's Nightmare Night. There's even a special one called Hearth's Warming Eve, the holiday that united the Unicorns, the Pegasus, and the Earth Ponies together, it is also the holiday that created Canterlot. But this, I don't think so. Sometimes, I don't understand these ponies, it's a good thing we came from Canterlot. We don't have to believe any of this ridiculous nonsense. Right Spike?" Twilight lectured.

However Spike is chewing on his cupcakes, not paying any attention what Twilight just saying. "Mm-hmm!"

Twilight and Spike walked into a gathering crowd of exciting ponies in front of town hall, and the Mayor of Ponyville standing at a lectern on the stage. "Thank you, everypony. Pease settle down, as your Mayor of Ponyville, I would like to welcome you all to the Guardian Festival!"

The crowd of happy ponies are cheering and applauding.

Mayor Mare raised her hooves up, calming down the audience and continues. "3000 year ago, our great land was invaded and conquered by an evil creature. A creature with a heart of death and terror. Destined to destroy everything that we hold most dear…..Dark Lord Bloodfang."

The ponies grew mad and booed at the name of the holiday enemy.

"Then out of nowhere, Prince Eclipso and his Legendary Guardians came to our rescue and fought for us. Pushing the Nightwalkers out of Equestria and restore peace to the world and ending "The Legendary War"." Mayor Mare said.

The mad ponies came back smiling, cheering and applauding even louder when the Mayor mentioned the name of the Guardians.

"In about four days, at noon, will be Eclipse Day; which means the great and proud Prince Eclipso will use his powerful magical powers to raise the Sun and the Moon into the Eclipse. Storing for another hundred years of harmony on our fully reborn world." Mayor Mare said with excitement.

In the crowd of cheering ponies, only Twilight groaned in frustration.

"So, let us celebrate this most important holiday and have fate and hope for our future. Let everypony have fun!" Mayor Mare happily shouted.

The crowd began to break up and scatter around the town, planning to go on and have fun. Only leaving Twilight and Spike alone. Twilight signed in depression. "Seriously, what does everypony celebrate for this holiday, anyway?"

Across Ponyville, shows the ponies having fun at the Festival. The ponies begin to sing the Royal Guardian song.

* * *

(Rainbow Dash)

"_When the world was young, when the world was first filled with life."_

(Pinkie Pie)

"_Back in those days, evil beast called Nightwalkers ruled our world."_

(Rarity)

"_Those were horrible times; it was a time where ponies cried for help."_

(Applejack)

"_And they came along, Wolves of Imperiacus! They hear our cries and set us all free."_

(Choir)

"_Wolves of Imperiacus! Wolves of Imperiacus! Equestria's favorite heroes. Wolves of Imperiacus! Wolves of Imperiacus!"_

(Applejack)

"_The Guardians do exist!"_

(Choir)

"_The Guardians do exist!"_

(Applejack, Rainbow Dash)

"_Our world was a symbol of darkness. But then the Guardians have show their way and gave us a chance."_

(Pinkie Pie)

"_They came to our rescue and set us all free. And that's why we celebrate this special day."_

(Choir)

"_Wolves of Imperiacus! Wolves of Imperiacus! Equestria's favorite heroes. Wolves of Imperiacus! Wolves of Imperiacus! The Guardians do exist! Wolves of Imperiacus! Wolves of Imperiacus! The Guardians do exist. The Guardians do exist!"_

(Rarity)

"_The Nightwalkers gave us fear."_

(Fluttershy)

"_The Nightwalkers gave us terror."_

(Rarity)

"_The Guardians came to help. Beat those Nightwalkers. End __The Legendary War."_

(Fluttershy)

"_They gave us hope and light."_

(Fluttershy and Rarity)

"_And our future can begin."_

(Choir)

"_Wolves of Imperiacus! Wolves of Imperiacus! Equestria's favorite heroes. Wolves of Imperiacus! Wolves of Imperiacus! The Guardians do exist! Wolves of Imperiacus! Wolves of Imperiacus! The Guardians do exist. The Guardians do exist!"_

(Pinkie Pie)

"_The Guardians do exist."_

(Choir)

"_The Guardians do exist!"_

(Twilight joined in the singing and backdrop under the spotlight in a sloppy tone.)

(Twilight Sparkle)

"_I just don't understand. Why I am the only one. Believing bunch of make believe. No caring the Guardian way. No interest in all these lies. I know what is best. Why I am the one. Why I am the one. Why I am the one. Why I am the one. Why I am the one!"_

(Choir)

"_Wolves of Imperiacus! Wolves of Imperiacus! Equestria's favorite heroes. Wolves of Imperiacus! Wolves of Imperiacus! The Guardians do exist. Wolves of Imperiacus! Wolves of Imperiacus! The Guardians do exist! The Guardians do exist! The Guardians do exist! The Guardians do exist!"_

* * *

As the singing slowly come to an end, as every ponies returned to their normal business. Twilight showed an expression as not being in the holiday spirit.

"This is going to be a long day." Twilight signed.

Somewhere in town square, the main ponies are working by placing the Guardian Flag on top of a tall tower. Rainbow Dash and Fluttershy are leveling up a pole of a flag with a wolf's paw drawn on it, while Applejack and Rarity are at the ground, examining the flag's position.

Applejack thought for a second. "Hmmmm….A little to your left, Rainbow Dash!"

Rainbow Dash pushed the flagpole to the direction where Applejack said. Rarity thought for a second, too. She believes that the flagpole is still out of level. She popped an idea and yelled up to the yellow Pegasus.

"A little lower to the right, Fluttershy!" Rarity said.

Fluttershy nodded and made a little push to the direction where Rarity just said."

Applejack and Rarity backed up. "Okay, now let it go!" Applejack shouted.

The two Pegasus level the flag and released it. The flagpole moved a bit, making itself balance, and finally the pole stand perfectly still in its right position. Rainbow Dash yelled down to the ponies below. "How's that!?"

Applejack and Rarity took a moment and smiled in delight for a job well done. "Perfect!"

"You really think so?" Fluttershy said happily.

"We couldn't have done it better ourselves." Applejack said

Pinkie Pie came up to Applejack and Rarity and wrapped her hooves around their shoulders. "I do believe so, too." She started to jump up and down around Applejack and Rarity. "Because, it is perfect!" She then looked up and gasped in shock. "LOOK OUT!"

Rainbow Dash looked up in shock, and knew what Pinkie Pie meant. "HUH…..FLUTTERSHY! LOOK OUT!"

Rainbow Dash then pushed Fluttershy out of the way from a sudden impact. It was Derpy Hooves; she came in crashing into the tower, making the flag pushed out of balance again.

"Sorry, everypony. My bad." Derpy apologized.

Rainbow Dash growled into frustration. "Derpy! How many times I've have to tell you is to stop and do nothing!"

"I'm sorry, Rainbow Dash. I thought I could help. Here, I'll fix it." Derpy said while feeling guilty

When Derpy made just the slight touch, the flag pole just broke off from the roof and crashed down to the ground. Shattering it to a million pieces. Derpy made a nervous laugh, knowing she has messed up again. "Oops, sorry."

Rainbow Dash growled in anger making Derpy scared and uncomfortable. Fluttershy sensed her anger and tried to calm her down.

Fluttershy starting to get very nervous. "Rainbow Dash, take it easy."

Applejack saw Rainbow Dash's mean expression, and decided to help Fluttershy out. "Um… that's okay, Derpy. We are about to take a break anyway."

Rainbow Dash signed in irritation, she flew over to Derpy and leaned her face little inches closer to her face. "Seriously Derpy, for once in your life can you do anything right?"

Derpy lose her composure with a gasp and an upwelling of tears. "I'm sorry."

She covered her eyes and flew away. Fluttershy gave a sad look as she watched Derpy leaves in tears. She turned to Rainbow Dash in a hurtful look. "Rainbow Dash! That was a little unpleasant."

Rainbow Dash crossed her hooves and turned back away from Fluttershy. "Well, she made me mad."

Back at the ground, Applejack turned around and spotted Twilight and Spike walking towards them. "Oh Howdy, Twilight. Howdy, Spike."

"Hi, guys, what's up?" Twilight Sparkle greeted her friends.

"Fine, really." Applejack said with a smile.

Fluttershy hovered next to Twilight. "Yeah, we are just making preparation for the Eclipse Day."

"Look at that, everypony. Isn't it magnificent?" Rarity pointed out to the entire town, where they see all the ponies enjoying and having fun with laughter and giggle.

Rainbow Dash flew down with the others. "How nice to be finally celebrating our most important national holiday of the century."

"Cool!" Spike shouted in excitement.

"Yeah, cool." Twilight said in sarcasm.

Spike walked up to Applejack. "Hey, Applejack?"

Applejack looked down to Spike. "Yeah, Spike?"

"Tell me about these Guardians." Spike said with impatient mood.

Applejack got confused about Spike's question. "Tell you about it? You mean you never heard of the story?"

Spike nodded embarrassed. Applejack smiled and leaned closer to Spike. "The Guardians are six Warriors of Imperiacus. They are Wolves led by Prince Eclipso. Together they fought and won The Legendary War and brought freedom to all the subjects on Earth."

Spike thought for a moment. "Is Equestria the only place that celebrates this holiday?"

Rainbow Dash busted out behind Applejack. "Of course not, Spike."

Applejack slightly pushed Rainbow Dash away and looked back at Spike. "This holiday is celebrated all over the world."

"Really, all over the world?" Spike said in confusion.

Applejack faced Spike closer and ready to tell him. "Definitely, I'm sure everypony has their favorite Guardian. Like me for example….. My favorite Guardian is Mudshield…. He is brown dirt wolf and he is super strong. He has the strength of 1000 wolves put together. He is so strong; he can lift up a mountain with just his paw."

Rainbow Dash rudely rushed in front of Applejack and spoke about her Guardian. "Can't be better than my favorite Guardian….mine is Thunderbolt…he is black howling wolf and he is super fast. He is fearless and tough. He has the ability to run as fast as the speed of lighting. He could run so fast he could leave a trail of flames with awesomeness. And he also does the coolest attack ever "The Spinning Lighting" making his whole body slices through anything, even the path of his enemies. HE'S MY HERO!"

"I thought the Wonderbolts were your heroes." Applejack interrupted.

Rainbow Dash turned her head back away from Applejack. "Hey! A pony can have more than one hero, can she? Beside, Thunderbolt is also the Wonderbolt's hero too. That's why they called themselves the Wonderbolts."

"Umm…um….excuse me, but… I'm sure my Guardian is also better." Fluttershy said in a shy voice.

"Fluttershy!? You too?" Twilight groaned.

Fluttershy speak in a softness voice. "Oh Yes, I do, and my favorite Guardian is First Aider. He is a white soft wolf with a gentle heart. It says in the book, that he cares and nurtures for all the animals that are harmed in battle. He has the ability to heal the wound with his magic healing powers. And he is also shy and kind. Like me."

Rarity came in next to Fluttershy and patted her on the back. "Good for you dearest, but my Guardian is more likely the best of all of them."

"Like who?" Rainbow Dash said in irritation.

"Why, my favorite Guardian, Bladesword, of course. He is a blue snow wolf, rich and famous. He is very skill with sword techniques and he has the ability to breathe ice and freeze everything in sight. Not to mention he is dazzling handsome and dreamy. As they say in the book that is." Rarity said with a smile.

Pinkie Pie popped from behind Rarity, surprising her. "Well, that's nothing compare to my Guardian. My favorite is Cherrybomb. He is the most reddish Hoof-biting action overload wolf who ever lived. He like all bang bang and they are like no no no and he's all whoop whoop whoop whoop, and they were all pow pow pow and then he looped and dodge around and around like whoo whoo whoo whoo whoo whoo _whoo_ and he does this cool attack the "sound wave of boom". Possesses the ability to generate seismic energy with his loud voice that cause shock waves and tremors."

"Awesome!" Spike amazed as his eyes sparkle.

"So, who's your favorite Guardian, Twilight?"Pinkie Pie face to face with Twilight, exciting for an answer, but all she get was…..

"Oh, I don't have one." Twilight said without hesitating.

Pinkie Pie smile disappeared and fall to the ground.

Pinkie Pie rubbed her head. "Really?"

"You don't have one, sugarcube?" Applejack questioned.

"Why not?" Fluttershy confused.

"She's always like this when it comes to this." Spike mumbled to himself.

Twilight groaned. "No, it's because, I don't need to. The Guardians is just a fake story; only purpose is by making book sales to earn more money."

Rainbow Dash gasped what Twilight said. "That's not true."

"Yes, it is. Think about it, a pack of wolves, giant bats, The Legendary War. The Guardians win, save Equestria….blah blah blah blah blah blah…..Come on Rainbow Dash, this stuff isn't real. It is completely unrealistic." Twilight said in criticism.

Spike gasped in shock. "Really? The Guardians are not real?"

Rarity encouraged Spike by patting him on the head. "Of course not, Spike. Of course they're real."

"Yeah, everypony thinks so, we all do. That's why everypony here in Ponyville is celebrating this great Festival." Rainbow Dash said.

"I don't get it. Why is everypony so fussed up about this whole Guardian thing?" Twilight complained.

Applejack groaned. "Come on, Twilight, why you have to be such a nincompoop on this special time of the century."

Twilight signed in frustration. "Because it is all make believe. None of this stuff is real and it never happened."

Pinkie Pie rushed to Twilight, denying everything she said. "It did happened, Twilight!"

Twilight turned back to Pinkie Pie. "Oh really, did you ever actually seen the Guardians."

Pinkie Pie stopped and thought for a second. "Well…no actual….but that doesn't matter. It's all in the book." Pinkie Pie scratched her head in confusion.

"Yes, it is all in the book. But even books tell lies, Pinkie Pie. Twilight said.

Fluttershy hovered next to Twilight. "The Guardians are real, Twilight. You just have to believe in them."

Twilight turned her head away. "I'll believe when I see them, Fluttershy."

Applejack giggled. "Why hon, you don't need to see them to believe them."

Twilight walked to Applejack. "Right. And besides, aren't Timberwolves are also wolves too."

Applejack smiled with amusements. "Oh, Twilight. Timberwolves and normal wolves are completely different from each other. Just like how different we are to the Changelings."

"Hey Applejack?" Spike call out.

Applejack looked back at Spike, waiting to hear his question. "Yeah, Spike?"

"Is it real true what the other ponies say about them?" Spike said.

"Of course it is Spike. In fact, here take this." Applejack took off her hat, pulled out a big book with a wolf symbol from inside. She put her hat back on and gave the book to Spike.

Spike gasped when Applejack handed him the book. "The Guardian Book."

Twilight groaned. "That silly book? Oh come on, Spike. You couldn't read all those other books I've gave you."

"Well, not this book, Spike. I promise you, when you finished up the first page, you will not stop reading." Applejack said with encouragement.

"She's right, you know." Rarity said.

"It worked for me." Fluttershy said

"Me, too." Pinkie Pie said

"Me, three." Rainbow Dash said

"I thought you never read books." Twilight said as she glared at Rainbow Dash in a confused look.

Rainbow Dash laughed nervously. "Well, I never did…..my dad kind of read them to me when I was little…."

Twilight groaned. "Yeah."

Then two familiar white hooves cover Twilight's eyes from behind. "Guess who, Twily."

Twilight removed the two hooves away from her eyes and brought out a huge smile. "Shining Armor? Is that you?"

Twilight looked back and saw her brother and her sister-in-law Princess Cadance. "Surprise!"

Twilight and Shining Armor hugged each other. After that, she went to Princess Cadance, welcoming her with their annual hooveshake. "Sunshine, Sunshine, ladybugs awake. Clap your hooves and do a little shake!"

Twilight laughed in joy. "Shining Armor, Princess Cadance, what are you two doing here? I though you guys have royal duties at the Crystal Empire."

"Well, the Princesses saw us working very hard with our royal duties. They figured we should take a day off. And what better day for a day-off is today, on this special holiday." Princess Cadance said

"I figure you'll need company here, so here we are." Shining Armor smiled.

Twilight ran to Shining Armor and hugged him more. "That's very sweet of you, B.B.B.F.F."

Shining Armor noticed Twilight's friends and greeted them. "Hey, girls."

Everypony said their hellos except for Spike, who is still reading his book.

"So, this is the big Festival, huh?" Shining Armor said.

"Yep, the Guardian Festival." Applejack said.

Shining Armor smiled to himself. "The Guardians, huh. I've remember our mom use to read us bedtime stories about them." Shining Armor turned to Twilight. "Remember, Twily?"

Twilight puffed laughed. "Yeah….but we were like babies."

Shining Armor signed. "Those were the great old day, and those stories were amazing too."

Princess Cadance rubbed her face next to Shining Armor's. "They really were, honey. And I know. Because, I read these stories to all the little ones, back when I was a foalsitter."

Rainbow Dash rushed to Shining Armor and faced him. "Shining Armor? Whose you're favorite Guardian?"

Shining Armor smiled. "Oh, that's easy. My favorite Guardian is Captain Nebula. Team Leader of the six Legendary Guardians and Captain of the Royal Guards."

Applejack giggled. "I reckoned that he inspired you to become a Captain in the first place, huh."

"Something like that." Shining Armor's face blush red in embarrassment.

Rarity glared at Princess Cadance. "What about you, Princess Cadance?"

Princess Cadance laughed too. "Nebula, of course. I also admire his great true loyalty to his Prince and his intelligent of magic."

Rarity amazed. "Why, you two are fans of the same Guardian."

Princess Cadance stared romantically at Shining Armor. "That's why we have so much in common."

Shining Armor stared back at his wife. "It's also why we got married."

Shining Armor and Princess Cadance hold their hooves together, gazing to each other's eyes, and made a romantic kiss.

"Awwwww…."

Pinkie Pie jumped between Shining Armor and Princess Cadance. "Well, if you two are going to enjoy this, then you two will definitely enjoy the Dinner Festival that they are planning tonight."

"Yeah, Princess Celestia and Princess Luna will be there. You two should come. It will be glamorous." Rarity added.

"Oh, we are so there." Shining Armor said.

"We wouldn't miss it for the world." Princess Cadance said.

Rainbow Dash nodded and then noticed something. "Well, we better stop wasting time and start having fun, the Dinner Festival will be in four hours and I do not want to waste this fabulous festival party."

"Let's go then!" Applejack shouted.

Applejack and the others galloped to the festival, planning to have more fun before the Dinner Festival opens. Twilight, Shining Armor, Princess Cadance, and Spike are the only ones left behind.

"Geez, these ponies are so believe this whole Guardian thing. It's a good thing you guys don't believe this stuff either, right B.B.B.F.F?" Twilight Sparkle said but wasn't getting an answer.

Twilight looked around and saw that Spike is the only one there, still in a trance to his book. Shining Armor and Cadance are gone from sight. "Shining Armor? Princess Cadance?"

Twilight looked around and spotted them at a Festival Store. Shining Armor pulled out three bits and gave it to the cashier. "Three Guardian Captain Nebula helmets, please."

The clerk brought out three plastic Guardian Helmets. Shining Armor and Cadance put them on their heads and laughed. They left the store and headed back to Twilight. "Shining Armor? Princess Cadance? Not you guys too."

"Don't worry Twily, I've got you one too." Shining Armor put the helmet on Twilight's head, she grunted as the helmet slip deeper into her head, blocking her eyes.

Princess Cadance spotted something in the festival. "Oh honey, let's go see that over there. They did say they are planning a Dinner Festival."

"Sounds great, let's go. You coming, Twilight?" Shining Armor said

Twilight fumed to herself and signed. "Umm….I'll catch up."

Shining Armor respected Twilight's answer and walked away with Princess Cadance. "See you at the Festival, Twily."

Shining Armor and Princess Cadance walked away, leaving Twilight all depressed. "Yeah, see ya."

She took off her Guardian helmet and threw it to the ground. Everypony is now fooled by the whole Guardian nonsense thing; even here brother and sister-in-law are in on it. Defeated, she walked away. "Come on, Spike. Let's go."

Spike followed her while still reading his book, not paying any attention to anything around him.

"Well, at least they are having fun, right Spike?" Twilight groaned.

"Uh huh." Spike distracted.

While walking, the view showed in the background many ponies and stores enjoying the Guardian holiday. First, Twilight walk passed a book store where a clerk is selling out Guardian Books. "Guardian books! Get your new edition Guardian books here!"

Twilight signed in depression. She then passed a Muffin Store, with a baker selling out wolf-shape muffins. "Free Guardian muffins! Free Fresh Guardian muffins!"

Twilight grunted in annoyance. Next, she passed an old pony reading a Guardian Book to the little foals sitting around her. "And so the Guardian rise up and vanquished the evil Nightwalkers."

"Yay!" Fillies cheered out.

Twilight signed in frustration. Finally, she passed a Toy Store, with a Toymaker selling out wolf toys. "Guardian Action Figures! Get your Guardian Action Figures!"

Twilight growled in anger, knowing that she has had just about enough. A pony came in front of Twilight to ask her a question, catching her off-guard. "Excuse me, do you know where I could find the Festival for…"

Twilight snapped in rage, giving the pony a scare. "Ahhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh…..I CAN'T TAKE THIS ANYMORE!"

Twilight ran off leaving all the ponies confused. Twilight rushed into her library home and slammed the door behind her in frustration. "Ohhhh….if I have to here anymore about this whole Guardian stuff, I'm going to…"

She stopped and heard Spike coming through the front door, still reading and holding his book. Twilight completely forgotten that Spike was right behind her the whole time. The most surprise that caught her attention was that Spike is still reading his book and enjoying it.

"Spike? Are you still reading that book?" Twilight confused.

"Better than that." Spike closed the book and faced Twilight in excitement. "I've finished it."

Twilight was surprised to hear that. Spike has actually finished reading a book. "What! Wait? You mean you finish reading that whole book? In less than an few minutes?!"

"You bet I did, Twilight! And this book is amazing! I've have never read a book like this before!" Spike said in excitement.

"Uh huh. Great." Twilight said in sarcasm.

"Really, Twilight. You should read this, too. Applejack was right. Once I've finished reading the first page, I just kept reading. Never in my life I've have to say this, but I've finally found my favorite book of all time!" Spike said in a hyper voice.

Twilight popped an idea, and use "Spike's interest in books" to her advantage. "So you are starting to get interesting with books, huh?"

Twilight went to her desk and hold out a book with her magic horn. She walked to Spike and handed him the book she was reading earlier. "Then you will love this one."

Spike looked at the book and read the cover in an uninteresting manner. "Huh, "The Little Lost Unicorn"? Author by C.S.N?"

"You're going to love that one, it's about a unicorn got separated from her family and she must learn her magic unicorn power to find her way home. Now, won't that be a better than that silly book, huh?" Twilight said in earnest.

"This book! This book is for sissies." Spike burped.

"No it's not Spike, it's a great magical book about love and hope." Twilight annoyed.

"Like I said, for sissies." Spike burped again.

Spike threw the book away and picked up his Guardian book and hugged it. "Now, this is a book. It's got action, adventures, and everything."

Twilight picked up her Lost Unicorn book that Spike threw and returned it safety on the shelves. She is starting to get very annoyed by Spike's blabbering about his Guardian Book. "Spike, would you please stop talking about that stupid book."

But Spike didn't listen to her. He just kept on talking and talking. "Did you know that the Nightwalkers once took over Equestria before the Guardians showed up?"

"I did not." Twilight said in sarcasm.

Spike continued talking while hold his book. "Did you know the final battle between the Guardians and the Nightwalkers fought right here in Ponyville!"

"No, really." Twilight groaned.

Spike kept on talking. "Well actually, Ponyville didn't existed yet, but it was this very ground that Prince Eclipso defeated the evil Lord Bloodfang."

Twilight clutched her teeth and growled as Spike kept on talking. She signed and mumbled to herself. "There's got to be a way to prove that this whole stuff is a fake."

Spike continued. "And did you know when Bloodfang was defeated, Prince Eclipso buried him right here in Equestria."

Twilight heard that last sentence, thought for a moment and smiled sinister. "Huh. Oh Really?"

"Yeah, it said here that Bloodfang was defeated by Prince Eclipso and his Guardians. As punishment for his war crimes, he was sealed away into a silver coffin and buried deep here in Equestria." Spike said.

Twilight is starting to come up with an idea, a very bad idea. "Hmmmm….Spike?"

"Yeah, Twilight?" Spike said while flipping on the pages on his book.

Twilight smiled in a sinister look. "Did it say where he was buried at?"

"Uh huh…in the stone cave at the Everfree Forest, of course." Spike then heard a sound of a door shutting and looked around, Twilight is nowhere in sight. "Um…..Twilight? Twilight? Where are you?"

* * *

**What is Twilight planning to do? Find out next chapter. Please review and see what you think.**


	2. The Rise of Lord Bloodfang

**Here's the next chapter. If you wish to see the picture for the Wolf Guardians and the Nightwalkers, go to the Deviantart website on my profile. Please review them also.**

* * *

At the road towards the Everfree Forest, Twilight is just about to reached the entrance until she was stopped by Spike as he appeared in her way. "TWILIGHT! STOP!"

Twilight made a breaking stop barely missing Spike for about an inch from hitting him. "Out of my way, Spike!"

"No! I know what you are planning. You're planning to go find Bloodfang, are you?" Spike yelled.

"You bet I am, Spike. I am going to settle this once and for all." Twilight said.

"No! You can't, Twilight! I won't let you!" Spike begged.

"Give it a rest, Spike." Twilight pushed Spike aside and continued walking toward the forest. Spike then grabbed her by the tail trying to keep her from entering. "No! Twilight, Stop! Twilight, please!"

"Would you stop that, Spike!" Twilight annoyed.

"But, this is dangerous!" Spike said while still pulling her tail.

Twilight stopped and turned back to Spike. "Spike, you've been at the Everfree Forest a couple of times already. Why are you starting to feel scared now?"

"That was until I've read that Bloodfang was buried here." Spike said.

Twilight rolled her eyes. "Oh Please."

Twilight turned around and continued walking up the path. Spike then rushed in her way, trying to convince her to stop. "Twilight, do you know why it is called the Everfree Forest? Do you know why there are so many bad things happening in there?"

"Not really." Twilight said uninterested.

"Because of Bloodfang! Back then, this was a normal forest. But when Bloodfang was defeated and buried here, nothing good ever grown here again." Spike shouted.

"That's interesting." Twilight said in sarcasm.

Spike grabbed Twilight's face and pulled it close to his. "That's what I am saying, Twilight! Bloodfang is the seed of this forest!"

Twilight pushed Spike away from her face. "You see, this is why I need to do this. Those stupid stories are turning you into a fool."

"A fool?" Spike shocked.

"That's right! Not just you, it's turning everypony here even crazier fools. Well, I am going to make it right. I am going into that forest and there's nothing you can do about it." Twilight said.

After ignoring Spike's warning, Twilight marched into the Everfree Forest. Spike knew she was right. Spike can't do anything about it. So, what does he do….he followed her. "TWILIGHT! WAIT UP!"

After walking miles into the forest, Twilight and Spike walked slowly and carefully. After all, this is the Everfree Forest. After walking and walking, Twilight asked Spike for directions. "Okay, Spike. Tell me, are we closer?"

Spike looked back into his book and began reading it like a map. "Umm….Well, it said in the book, there should a scary looking tree nearby. That will be a sign if he's near."

After reading it out to her, Twilight stopped ahead, Spike on the other hand; still focusing on his book, he bumped into Twilight's behind and fell to the ground. "Ow. What's wrong?"

Spike got up and looked at the direction that Twilight is looking; Spike dropped his book in shock after seeing this.

"I assume that's it." Twilight said with a squealed voice.

Ahead, is an old scary-looking tree, it has black dead trunk with a frightening image of a face, no leafs, and branches look like arms and sharp hands. Spike panicked and realized he has just about enough adventures. "Twilight, there! There's your prove! Now, can we leave now?"

As soon, as Spike was just about to leave, Twilight picked him up with her magic horn. "Not yet. We still need to find that cave."

Twilight put Spike down and kept on walking; Spike got up and followed her while shaking in fear. They move through yet another part of the forest, Twilight again leading the advance. She looked ahead. "Look! That must be it."

Through the overgrown fronds, a tumbled stone cave stand in the clearing just ahead. Spike yelped in fear. "Okay, you've found it. Now, let's get out of here!"

"Sorry, Spike. Don't want to keep Bloodfang waiting now, do we?" Twilight said in sarcasm.

Twilight walked ahead leaving the frightened Spike behind. "Come on, Spike!"

Spike went on, as they got closer to the cave, the sky is starting getting cloudy, and the Sunlight disappeared with nothing but shade. It's like Mother Nature is giving them a sign of beware. Twilight and Spike entered the cave, but it is too dark to see, so Twilight used her horn as a glowing light. "Be very careful, Spike. The ground is full of sharp rocks."

Spike jumped around to avoid the sharp rocks. They walked deeper until they reached at the end of the cave. "Hmmm….we're here and I don't see Bloodfang or his coffin."

"Maybe….it's…..better…..off…" Spike said while shivering in fear.

"Oh Bloodfang! Come out! Come out! Come out! Wherever you are!" Twilight joked.

"Twilight! Don't!" Spike panicked.

"There's a unicorn and a dragon here! You better come out and get us!" Twilight snickered.

"STOP!" Spike yelled.

"Ohhhhhh, he'll probably such out our souls." Twilight said in a spooky tone.

"I BEG YOU!" Spike cried in tears.

"Oh, come on Spike, it just a joke." Twilight laughed.

"THAT'S NOT FUNNY, TWILIGHT! CAN WE PLEASE GO!" Spike shouted.

Twilight giggled for a bit and rolled her eyes. "Sorry, I know it's not nice to gloat and all but... AHA! I told you there was nothing to worry about and I was right. I knew it was all a lie. Guardians, yeah right. I knew there's no such thing."

"Okay you finally prove it, Twilight. Now please, let's get out of here!" Spike said while still shriving in fear.

"This proves exactly my theory." Twilight suggested.

Spike then heard something. He raised his ear to get a clearer sound.

"Sometimes, it is hard to be a unicorn who knows everything. But I guess it will be all deserve in the end." Twilight teased.

Spike can hear it getting louder and louder. "Ummm…Twilight?"

Twilight is lost in her words, not paying any attention to what Spike is asking. "I can't wait to tell my friends and all the ponies down in Ponyville and rub it on their faces."

"TWILIGHT!?" Spike shouted.

Twilight snapped out of it. "What?!"

Twilight paused for a second and started to hear it too. Twilight and Spike looked behind and saw a large group of waking bats flying all over the cave. Twilight and Spike screamed in terror as the bats swarm around them. "Ahhhhhhhhhhhhhhhhhhhhh"

Twilight ducked down with her hooves covering her head while Spike is running and panicking. "Ahhhhhhhhh….NO! GET AWAY FROM ME, YOU NIGHTWALKERS! Ahhhhhhhhhhhhh"

Spike was in such a panic, running back and forth, he didn't realize he accidentally stepped on a small sharp rock on his left foot. "OW!"

For a few seconds, all the bats flew out of the cave. Twilight got up in relieve. "Don't worry, Spike. It was a just a bunch of normal bats."

Twilight received no response. "Spike?"

Twilight looked back and saw that Spike is sitting on the ground with blood on his left foot. She gasped and run to him. "Spike!"

"Are you okay?" Twilight worried.

"Am I bleeding?" Spike said in pain.

"Let see." Twilight looked at Spike's bloody foot, examining the injury. Twilight see that there is a small sharp rock still lodged in his foot. Twilight use her magic and removed the rock out. When she did, more blood squirted out. "OW!"

"Ohhhh…I'm sorry, Spike. Come on, let's go home now." Twilight picked up Spike with her magic and placed him on her back.

"Good, because, I'll never come here again." Spike breathing a sigh of relief, but trying not to sound too relieved.

Twilight finally walked out of the cave and head on home. "Are you still frightened, Spike? I just proved to you once and for all that there is nothing to worry about. Bloodfang is not there, because he never exists….."

Twilight's loud voice of lecturing slowly disappeared as they walk farther away from the cave and into the forest. Inside the cave something is about to happen. On the ground, there is still Spike's spilled blood over the floor. Outside, the Sun broke through the cloud, giving the cave lighter to see. As the Sun shined brighter, the entire ground is shining by the color of silver. Twilight and Spike really didn't know they were walking on it the whole time. It turns out the ground is the coffin all along. As for the spilled blood on the floor, it starting to disappearing, being suck from underground. When all of the blood is drained, a moment of silence came across. And then a sound of a spooky heartbeat can be heard through the dirt.

Bump Bump Bump Bump Bump Bump Bump…

Later that night…the Dinner Festival is finally opened, and many ponies are ready for an amazing night. In a gorgeous park in the center of Ponyville, music playing, lights were spinning. Ponies' dancing and drinking.

Outside of the party came Twilight and Spike. "So, how's the foot?"

"I'll manage." Spike said with a forced smile.

Crack! Sizzle! Twilight and Spike looked up as "Happy Guardian Day" fireworks burst over the party. "Huh?"

Spike thought for a moment and remembered that there was something important for tonight. "Oh right, the Feast. We totally forgot about the feast."

Twilight thought to herself. "Which means…everypony here in Ponyville is at that party, including my friends."

"Huh?" Spike confused.

Twilight snickered. "Perfect. It's time to let the truth out. Let's go, Spike. We have a dinner party to go to."

Back at the party, there are ice sculptures of wolves in armor and dancing a giant buffet table filled with cakes, cupcakes, juice punch, and lot's of candy. Everypony is invite, scene shows Mr. and Mrs. Cake giving out all the cakes and goodies at the serving table with their kids in Guardian baby suits, DJ PON-3 in charge of playing the music, Shining Armor and Princess Cadance dancing on the dance floor, even Trixie is here and she is just showing off herself as usual. All the main ponies walk through the party, all happy and having fun.

"Best party ever!" Rainbow Dash called out.

"Oh, yes. It is." Fluttershy answered.

"I am having a marvelous time." Rarity said sweetly.

"Looked like some ponies is havin' more fun than the rest of us." Applejack said as she turned to the desert table.

The pony eating across the table that is full of sweets is Pinkie Pie. "Mmmmmmm ….chocolate candy goodness!"

The ponies laughed with Pinkie Pie in her usual way. At the party entrance came Twilight and Spike walking toward Applejack and the others.

"Twilight! Well I'll be a hooves on my monkey's uncle, you two made it." Applejack greeted.

"I sure did, Applejack. And there is something I got to tell you, to all of you that is." Twilight said with a sinister smile.

"Well can it wait? The Princesses will be here soon and after that they'll start the play, Apple Bloom will be in it." Applejack said.

But….. Twilight tried to talk to them but she is kept getting cut off.

Oh, stop with all the yap yap, just enjoy the party. Here have some punch. Rainbow Dash interrupted.

Rainbow Dash gave Twilight a cup of punch, Twilight decided just a little drink won't hurt. When she was about to drink the juice, a familiar pony head with horns popped out from the cup and faced Twilight. "Well hello, Twilight!"

"Aaahhhhhhhhhh." Twilight screamed

She dropped the cup on the ground and it transformed into Discord. "Enjoying the party, I see."

"Discord!?" Twilight surprised.

"What are you doing here?" Rainbow Dash demanded.

"Oh, just trying to have fun just like the rest of the ponies….." Discord said with a grin.

Discord disappeared and reappeared in a cap, a white t-shirt with a Guardian symbol painted on, a small flag in his left hand, and a number-one glove in his right. "….Get into the holiday spirit, of course. GO GUARDIANS!"

Applejack shocked that she's heard it from someone like Discord. "Wait, you're also a fan, too."

Rainbow Dash face to face with Discord. "You don't look like a Guardian-Fan type."

"Obviously not." Rarity agreed.

"Are you sure you're not just here to start trouble, are you?" Applejack said suspicious.

Oh I see, you ponies still don't trust me, do you? Well, I honestly say I can't blame you ponies. After all the fun things, we have done in the past. Discord said while returning back to his normal self.

All the ponies gave Discord a suspicious look.

"Just because I am the master of chaos, doesn't mean I can't have heroes too. Although I have to admit….." Discord said snapping his fingers.

Discord disappeared and reappeared again, only this time with his arms as his legs and his leg as his arms. "…Those books have really turned my life upside down."

Fluttershy flew next to Discord trying to explain it with her friends. "Actually, I've invited him over. I know that Discord may have a bad reputation in the past, so I figure if he comes to the party, and show his true kind-self. He might be able to make some new friends here." She turned to Discord. "Right, Discord?"

"Why of course, Fluttershy. I mean, after all I'm a new Discord now." Discord disappeared again, and reappeared behind everypony with a white angel dress with a glowing halo on top of his head. "I'm now using my magic for good instead of evil…. Mostly." Discord said as he whispered the last part.

Discord returned to his normal self and reappeared next to Fluttershy.

"Well I believe you…..friend." Fluttershy accepted.

"Why thank you, Fluttershy….I mean, friend." Discord said while hugging Fluttershy.

Discord looked at the corner and spotted something interesting. "Oh look! Nachos!"

Finally, Discord disappeared, leaving Fluttershy smiling, she turned around and saw Spike with a bandage on his left foot. "Oh dear! What happened to Spike!?"

"Oh um…. we had a little accident." Twilight laughed nervously.

Fluttershy zipped in and cradled Spike in her front hooves. "Oh you poor dear, you look hurt."

"Don't worry. I'm okay." Spike embarrassed.

All the ponies can see through him, Applejack knew there was something going on.

"Twilight? Mind tellin' me what hay is going on?" Applejack concerned.

Well I just I should tell you guys right now. Twilight said with excitement.

Everypony gathered in front of Twilight ready to hear what she has to say. "Well, you see, I have discovered that….."

But she is interrupted again, but this time it was Mayor Mare, who is standing on stage with lights and drum roll. "Fillies and Gentlecolts, as Mayor of Ponyville, it is my great pleasure to announce the ending of the National Guardian Day!"

The party guest cheered in excitement as they formed a huge crowd next to the stage.

"It is my great honor to introduce to you to the rulers of our land, the very ponies who gives us the Sun and the Moon each and every day, the goods, the wises, the bringers of harmony to all of Equestria...Princess Celestia and Princess Luna." Mayor Mare pointed at Princess Celestia and Princess Luna as they appeared on stage in front of all their subjects.

Back to Twilight's friends caught the exciting attention and ran into the crowd, leaving Twilight alone. "Wait, I didn't finish..." Twilight grunted in frustration and decided to go along with the crowd.

"Thank you, Thank you, Thank you. As your Princesses, we are much honored to have you all welcome to this night ceremony." Princess Celestia said to her subjects.

All the ponies were cheering and applauding for their Princesses. Princess Luna then stepped up in front and faced the audience. "As Princess of the Night, I hoped all of you enjoy this special evening."

More cheering from the crowd, along with Applejack, Rainbow Dash, Fluttershy, Pinkie Pie, and Rarity.

"And so, for the main event, the final act of this Dinner Festival, we will be showing you a theater performance, we saved the best for last. I present to you the Director Miss. Cheerilee." Princess Celestia introduced.

The Princesses flew away from the stage; behind them is a theater set where Miss. Cheerilee walked out of the red curtains and faced the audience. "Good evening, everypony. I am Miss. Cheerilee, teacher of the Ponyville Schoolhouse."

The ponies made general stomping of hooves, as the pony equivalent of applause.

"As teacher, I would like to present to you all our school play, reenactment of Equestria's favorite story…. "The Wolves of Imperiacus"!" Cheerilee walked out as the light flashed on the stage, the audience quiets, then the velvet curtains opened showing a painted Equestria-like setting with hovering cardboard cutout clouds hang on top of the stage. On stage showed Diamond Tiara dressed up as Princess Celestia and Silver Spoon dressed up as Princess Luna. Behind them are two fillies dressed up as ancient-times subjects.

"_Oh, how vow, how do we have suffered for this day. How have I suffered to protect my loyal subjects from harm? Oh, the pain of our darkest hour. What will happen to us as we seek but nothingness?"_ Diamond Tiara acting.

"_Equestria has been taken over by the vicious Nightwalkers."_ Silver Spoon said by faking scared.

"_Oh dear, no."_ Diamond Tiara faked gasped.

"_My Princesses. What do we do? How can we be free?"_ Filly 1 said behind Diamond Tiara.

"_The Nightwalkers are too strong and too evil for us to beat."_ Filly 2 said while bowing down to Diamond Tiara.

"_Fear not my subjects; I will do what I can to save Equestria."_ Diamond Tiara said.

Then at the left corner, three little fillies dress up as bats with one wearing a cardboard crown came on stage.

"_We are the Nightwalkers!"_ Bat with Crown said.

"_Oh no, it is the Nightwalkers and their leader Lord Bloodfang."_ Diamond Tiara and Silver Spoon fake gasped.

The Crowd booed at the arriving Nightwalkers that came on stage.

"_Grrrrr….I am evil….grrrrr…. your days are numbered Princesses. Now bow down to your new Lord and Master."_ Bat with Crown said fake growling.

"_Ohhhhh.. What do we do, sister?"_ Silver Spoon said while hiding behind Diamond Tiara.

"_Ohhhhh… who can save us in our time of need?"_ Diamond Tiara raised her hoof over her head.

Then a voice came from the right corner of the stage. "_Don't worry, we'll save you."_

Seven colts dressed up as wolves came on stage. Featherweight dressed up as Prince Eclipso, along with Snip and Snail and four others dressed up as Guardians.

"_Prince Eclipso and his six Guardians!" _Diamond Tiara and Silver Spoon fake gasp together.

Featherweight stepped in front of Diamond Tiara to protect her from the three Nightwalkers. "_Bloodfang! Leave this peaceful land alone or suffer the consequences."_

The applause cheered for the heroics entrance for the Guardians

"_You dare challenge me, Eclipso. You dare face me and my Nightwalkers."_ Bat with Crown growled.

"_Leave the ponies alone, your fight is with us."_ Featherweight said while he charged at the three Nightwalkers.

The colts charged the fillies in the bat suits, as all the audience cheered in excitement, except for Twilight who is snickering in embarrassment. "Wow, this is so lame, right Spike."

Spike on the other hand is enjoying the play; he shoved his finger on her lips, telling her to be quiet. "Shhhhhhh…Keep it down, Twilight. This is the best part."

Back to the play, the fillies in bat suits are faced down on the ground with all the colts standing on top of them, a sigh of victory.

"_The Legendary War is over! Victory is our!"_ Featherweight said.

Diamond Tiara walked to Featherweight and kissed him on the cheek. "_Oh Prince Eclipso, how could we ever thank you for saving Equestria?"_

Featherweight didn't say anything he's mind got lost from the kiss. Diamond Tiara slapped him on the head, making him focused back to reality.

"_No need my Princess; it is our duty, to protect the entire Earth's subjects from harm's way. Because we are the Guardians." _Featherweight blushed in embarrassment.

Wild applause from the crowd as the curtain closes, ending the play. Cheerilee walked back on stage and thank the audience for watching. "Give them a round of applause, everypony!"

The audiences cheered louder for their enjoyment of the play. The Princess Celestia and Princess Luna were giggling in embarrassment.

"Sister, that didn't really happened." Princess Luna whispered while giggling.

"Shhh…..Let them just enjoy it, sister." Princess Celestia whispered back as she smiled.

Behind the curtains, everypony get undressed. The three fillies in the bat suits took off their mask. They happened to be Apple Bloom, Scootaloo, and Sweetie Belle.

"Wow, that was embarrassing." Scootaloo said while taking off her costume.

"So much for getting our cutie marks in acting." Sweetie Belle lowered her head in defeat.

Apple Bloom took her bat mask with the crown off and threw it to the ground. "It's not fair! The only reason why Diamond Tiara plays the Princess it's because her dad funded this school play."

"Well, at least they love the play." Scootaloo said.

"I figure we didn't do so badly." Sweetie Belle said with encouragement.

"So, how come we feel so left out?" Apple Bloom frowned.

"Well, well if it isn't the three Nightwalkers." Diamond Tiara and Silver Spoon walked toward the Cutie Mark Crusaders with an insult. "Shouldn't you three be out of here by now?"

"Yeah, Prince Eclipso said so." Silver Spoon snickered.

Diamond Tiara and Silver Spoon laughed coldly at them. AppleBloom was being offended and stood up for herself. "Hey, what's the big idea?!"

"Enjoying my right as the star of the show, of course. Do you have a problem with that?" Diamond Tiara said.

"Star of the show?" Sweetie Belle spat.

"You are not the star. Featherweight is. He was playing Prince Eclipso." Scootaloo shouted.

"Featherweight. Oh please. Nobody wants to see him. Besides, Prince Eclipso is a fake anyway." Silver Spoon burped.

"No, he not! He's real. They're all real!" Apple Bloom gasped.

Diamond Tiara laughed at Apple Bloom. "Yeah right. We all know the real reason why everypony enjoyed the play is because of me. I played the Princess Celestia and I did better than the Princess herself too."

Apple Bloom gasped in shock. "You can never outdo the Princess! Ever!"

"I doubted." Silver Spoon laughed.

"See around, Blank Flanks!" Diamond Tiara and Silver Spoon walked away laughing, leaving the Cutie Mark Crusaders with their feelings hurt.

"Come on, guy. Let's go." Apple Bloom signed in depression.

The Cutie Mark Crusaders walked out of stage only to meet their friends who are waiting for them.

"Apple Bloom!" Applejack called out.

"Oh, hey Applejack. Did y'all saw us?" Apple Bloom said in an ashamed tone.

"Yes, and you three were great." Rarity said.

"Yeah, but we were Nightwalkers." Sweetie Belle explained.

Rarity hugged Sweetie Belle for support. "Oh, that doesn't matter to us; even though you have to wear those awful clothing." Rarity shivered in disgust. "But you still did a great job."

Rainbow Dash patted Scootaloo on the back. "Yeah, you guys didn't do anything wrong."

"Really, Rainbow Dash?" Scootaloo asked.

Applejack places her hooves on Apple Bloom's chin and given her a chin up. "Do you believe in the Guardians?"

"Of course, we do." Apple Bloom smiled.

"Then I'm sure the Guardians will be happy to see y'all three part of this important play." Applejack said while hugging her.

"All that matters is that you were part of a legendary play, honoring the Guardian name." Rainbow Dash nudged and winked.

The Cutie Mark Crusaders smiled a little, feeling a little better now. Sweetie Belle walked up to Twilight and asks her the same question. "What about you Twilight, do we really do great for honoring the Guardians, too?"

Twilight thought for a moment, she saw their faces and they were a bit happy but also sad, those cute face were stopping her from blabbing out the truth. She didn't want to tell them no matter how much she wanted to. "Um…yes, ha, yes you did."

"Alright!" Apple Bloom, Sweetie Belle, and Scootaloo cheered.

Twilight saw how happy they are, having great hopes with this whole Guardian stuff. Twilight now feel very guilty that she has to tell them the truth. While everypony is too busy talking to each other, she went walking alone through the crowd thinking what to do; ahead she saw Princess Celestia and Princess Luna. Twilight smiled and rushed to the Princesses. "Princess Celestia, Princess Luna."

"Twilight, my star student. How are things going here in Ponyville?" Princess Celestia greeted.

"Great, Princess Celestia." Twilight said.

Princess Luna came to Twilight. "It's good seeing you again, Twilight."

"Me too, Princess Luna." Twilight said.

Princess Luna decided to give them a little space. "I'll give you time along."

Princess Luna left the scene. Giving Twilight and Princess Celestia what they needed.

"Princess, can we talk?" Twilight asked.

"Of course, Twilight." Princess Celestia said.

Twilight took a few seconds to think; she faced the Princess and signed. "Princess, I know that everypony here is all wrapped up about this whole holiday stuff. But can I ask you this. Do you believe in this whole Guardian thing?"

Princess Celestia giggled. "Now, what kind of question is that?"

Twilight lowered her head in ashamed. "I'm just saying is that…."

Twilight stopped when Celestia placed her wing on her shoulder. "Twilight, you don't have to believe to have a fun time. Believing in the Guardians helps the ponies believe in others, they can't see with their own eyes. It helps them give faith."

"Even it's a lie?" Twilight added.

Princess Celestia gestured to all the ponies at the party. "Look around you, Twilight. Look at all these ponies. All these ponies are enjoying this wonderful night, because they believe. Their hearts are filled with love and happiness. And why not let their imagination give them hope, rather than seeing it."

"I… I never thought of that." Twilight realized while smiling.

"You do now, Twilight." Princess Celestia said with a smile.

Then one of the Royal Guards came to Princess Celestia, and whispered to her.

"Zecora wants to see me?" Princess Celestia asked.

The Royal Guard nodded his head. Princess Celestia looked back at Twilight. "I'll have to leave you alone for now; Royal Duties."

"Thank you, Princess Celestia." Twilight smiled.

"My pleasure, Twilight." Princess Celestia then walked away, leaving Twilight with a big smile on her face. Behind her, Shining Armor and all of her friends approached her.

"Twilight, you finally came." Shining Armor called to her.

"We were afraid you won't make it." Princess Cadance said.

"That's okay." Twilight smiled in happiness, she knew what to do thanks to her Princess advice.

Applejack thought for a second and remembered something. "Oh, sorry, Twilight, we were so busy havin' fun; we forgot to listen what you have to say."

"What? Oh that." Twilight realized.

Come on Twilight, what is it? Rainbow Dash asked.

Is it something important? Fluttershy little worried.

Is this having something to do with the Guardians? Rarity questioned.

Is this a good thing? Pinkie Pie said with a frown.

Twilight smiled back, knowing what she has to say. "Nope, nothing. Everything is perfect. All I was going to say is that I've finally believe too. "

"Really, Twilight?" Applejack gasped in surprised.

"You finally believe." Fluttershy smiled.

"You bet I do, Happy Guardian Day, everypony." Twilight giggled.

"Happy Guardian Day, Twilight." All the ponies made a group hug. They broke apart and let Twilight walked to her brother.

"Happy Guardian Day, Twilight." Shining Armor said.

"Happy Guardian Day, B.B.B.F.F" Twilight said to Shining Armor and hugged him. Spike looked at Twilight while she's hugging her brother and gave her a thumb up. Knowing she did the right thing. The party continued. Now, everypony is dancing, feasting and having fun. Spike is enjoying eating all the snacks on the table, Apple Bloom, Scootaloo, and Sweetie Belle are having fun talking to Miss. Cheerilee, Discord is cooling off at the punch bowl like a hot tub, Shining Armor and Princess Cadance continuing dancing on the dance floor along the Twilight and her friends dancing around them. Now the party continued with a happy ending as fireworks light up at the night.

Back at Twilight's home…

"_Dear Princess Celestia"_

_ "I have learned that happiness is all you to need to believe in. It doesn't matter if it's real or not. All that matters is that it can give faith and hope to all the ponies who believe in them, no matter how ridiculous it is. Just because you don't believe something, doesn't mean everyone else has too. It can break their spirits. And that spirit can give out the best of them as the stories said, even it is the story you don't believe in."_

_ "From your faithful student, Twilight Sparkle"_

Twilight finished her report with a smile, happy that she achieved her lesson for today. She blew off her candles and walked towards the sleeping Spike who is cuddling with his Guardian book in his little bed. She giggled and moved on to her pet owl. "Can you report this to Princess Celestia?"

"Hoo! Hoo!" Owlowiscious took the letter and left, Twilight gazed out the window where Owlowiscious flew out and stared at the sparkling Moon. Realizing that today was a great day for Equestria, for her friends, and herself. The Moon is bright in the night sky. As everypony are sleeping tight. At Sweet Apple Acres, Applejack is sleeping peacefully as well as Apple Bloom sleeping with a stuffed Prince Eclipso doll on her side, same as Rainbow Dash, Fluttershy, Pinkie Pie, and Rarity. All sleeping peacefully in the beautiful night.

But Ponyville is not the only place that the Moon is shining at. Back at the Everfree Forest, back at the stone cave, a bright red light is glowing inside. Zooming inside the cave, setting at the horizon on a pile of dug up dirt, the silver coffin hovered itself in midair. As it stopped, the coffin door cracked.

(CRACK)

The door busted open and what came out is a pile of bat-like skeletons. Scattering on the floor, the bones came to life and started to assemble itself. When it is complete, the skeleton began to move. Getting up like a zombie that came to life. Pulled itself up and stared at its hands, regaining its vision. "I'm….alive…I'm…free…..free…."

The skeleton skull began to glow with burning red eyes.

"FREE!" Screamed with pride, the shadows around the cave came to life and transformed itself into a huge dark mist. Gathering and swimming around the living skeleton, reanimating it. The dark shadows is covering around the bones forming it to be its skin along with metal armor over it, glowing bright red around its eyes and mouth, high squeaky voice changing into loud and frightening, and his dark powers returning to his body. Lord Bloodfang has been reborn. Alive and completed. Bloodfang took the final step of his return. He took a deep breath and blast out a huge red fire energy right out of its mouth. Blowing up the rooftop of the cave, Bloodfang flew out and escaped into the night, laughing maniacally.

HAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA….

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**What will happen next? What will happen to Equestria? Please review.**


	3. The Invasion has Begun

**Chapter 3 is here. If you wish to see the picture for the Wolf Guardians and the Nightwalkers, go to the Deviantart website on my profile.**

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At the Canterlot Castle, Princess Celestia is sitting on her throne, sipping on a cup of tea while reading Twilight's report that she just received. The more she read, the more impressed she got from her top student's report. After finish reading it, she rolled up Twilight's letter and tied a ribbon around it. She got up from her throne and walked to Philomena, her Phoenix pet. "Ah, Philomena, my pet. Can you give this him?"

Philomena let out a happy little cry and took Twilight's letter from Celestia. "And make sure he reads this one."

Philomena nodded in acceptance and took off. Princess Celestia watched and followed her pet flies out through the balcony. Outside, the Princess saw Philomena souring into the stars and disappear with a flash. Behind her, her little sister, the Princess of the night: Princess Luna walked next her elder sister and stand with her, watching the stars with her. "Another report from Twilight, sister?"

"Yes, another successful lesson she had learned about friendship." Princess Celestia said smiling at her sister.

"Have you sent it to him yet?" Princess Luna asked.

"I've already had." Princess Celestia said with a smile on her face. "Philomena is on her way to sent it to him."

"Do you think he'll be impressed when he reads Twilight's report?" Princess Luna asked.

"He always does." Princess Celestia answered.

The two sisters gazed at the beautiful stars as they twinkle in the night. "It'll sure be nice to see him again." Princess Luna said with a smile in her face.

Princess Celestia looked back to her little sister. "We will see him again. Someday."

The two Princesses smiled at each other. But then, their smiles disappeared into serious look when they felt a strong wind coming in.

"I am sensing a dark power out there, sister." Princess Luna said in a worried tone.

"I know, sister." Princess Celestia agreed.

"This dark power is very familiar, we have felt this before." Princess Luna wondered with fear.

"You're right." Princess Celestia said as she watched the storm continuing covering up the night.

"Do you fear it's him?" Princess Luna said while feeling scared.

Princess Celestia showed an expression of fear, but tried to remain strong. "I don't know, sister. I don't know. All I know is that there is a storm coming. And if it is who we fear, than we better be ready. I've already have everything prepared for them."

"But sister, the Eclipse. After tonight, there will be only three days left." Princess Luna cried out. "Do you think they'll make it?"

Princess Celestia said nothing. Princess Luna lowered her head and gave a frighten face as tears fall from her closed eyes. Princess Celestia placed her wing on Luna's shoulder, giving her hope. "Believe in them, sister. Believe in their magic, Believe in their friendship." The two Princesses remain at the balcony, continuing staring at the stars as the storm coming closer.

A Lightning is striking in the stormy night somewhere in the field of giant black icy mountains. Inside one of the mountain, lied a dark cave with billions of shadowy figures, hanging upside down, and nesting together in a hibernation sleep. A low creepy tone voice is heard echoing everywhere around the cave, calling to them. "My children….. My children…. Wake up, my Nightwalkers…I have returned… I have returned…Your Master has returned…"

All of the shadowy figures are now starting to move. Waking up as their eyes glow red. The skittering grew louder and more agitated. Finally, the encrusted nest exploded with life. Pouring out of the dark cave and soaring out.

KA-THOOM!

The mountaintop blasted open and all of the Nightwalkers swarmed out like a volcano. The Nightwalkers flew to the other side of the mountain and made a landing on the icy ground, forming a giant circle with a small empty space in the center. Once every Nightwalker made a land, they bend down and bow their heads. "ALL HAIL LORD BLOODFANG!"

Lord Bloodfang made a land in the empty center with a creepy tenderness. "WHERE IS GENERAL DARKCLAW?! I DEMAND HIM HERE IMMEDIATELY!"

In the crowd of Nightwalkers, one bat emerged out and walked to Bloodfang, bowing down in mercy. "Forgive me, Lord Bloodfang. I am here and always here to serve you, my master."

Bloodfang furious growled. "If that's true then where were you when I needed you, General? Why didn't you search for me after all these years when I was imprisoned in that cursed coffin?"

"My Lord, I can explain. We thought you were destroyed. It wasn't just me, we all saw it. We saw him; we saw him defeated you with our own eyes. We tried to fight desperate, but it was no use. They were too strong. Without you, my master, there was no other way we can possibly defeat them." General Darkclaw said in a nervous voice.

Bloodfang growled. "So, you gave the ordered to retreat, huh?"

"Yes, my Lord." General Darkclaw whispered while shaking.

Bloodfang slammed his giant wings into the subservient Nightwalker and knocked him skidding across the icy ground. "You're pathetic! How dare you call yourself a General?"

He started walking towards the recumbent General, who is scrambling to recover back on his feet. "Forgive me, my Lord!"

"For centuries, we have destroyed and terrorized countless lands; every living creature on earth trembled in fear by us. And now, because of your coward foolishness… you have let our race become a laughing stock. Turning us into myths and rumors." Bloodfang lectured.

General Darkclaw covered himself with his wings in fear, preparing to face his punishment. But Bloodfang halt. "Luckily, I will give you a chance. I will require a second-in-command while I take care of some unfinished business at Canterlot….. But be warned, I will not be so easy on you next time if you fail me."

General Darkclaw signed in relieve. "Thank you, my master."

"Rise, General." Bloodfang commanded.

General Darkclaw stands up in his loyal position. Bloodfang then faced his army who are awaiting his orders. "However, it's good to see you again, my children. Can't believe it's been three thousand years."

All the Nightwalkers growled and hissed in gratitude. "Go, my children! Gather your armors, regain your strengths, and prepare for …..the invasion."

All the Nightwalkers and General Darkclaw bowed their heads and fluttered off into the air. Bloodfang watched his army flies into the stormy night and snickered violently as the lightning strike around him. "Hahaha….."

The next morning, Ponyville shined its beauty. The whole town has been decorated, with trees are now bedecked with flowers and banners, houses covered with ribbons and wolf shape cutouts hanging on rooftops. It is a wonderful day. There is not a cloud in the sky, all the birds are chirping in the trees, and all the ponies are enjoying their day with smiles on their faces.

In the crowd of ponies in town square, Junebug walk passed Minuette. "Three days."

"Three days." Minuette responded.

At the restaurant outside, Lyra and Bob Bon who are standing at the table cheering in excitement.

"Oh, three days, can you believe it, Bon Bon? Lyra said.

"Oh Lyra, I can't wait. Bon Bon said while eating her pie.

Across the streets of town square, Twilight is humming to herself, finally getting into her new holiday spirit. "Even though, I still don't get it about this holiday, I guess that's still no excuse for me not to have fun.

Caramel walked passed by and greeted her. "Hello Twilight, three days."

"Uhhh…..right. hehehe… three days. Twilight confused.

Then, Berry Punch greeted her as she passed by as well. "Hello! Three days!"

"Umm….. Three days." Twilight tried to keep it steady, since she still doesn't know much about this holiday yet.

Then Golden Harvest passed by and greeted to her with the same words.

"Twilight, Hello! Three days left. Golden Harvest said.

Twilight faked laughed. "Yeah, three days."

After Golden Harvest walked away, Twilight is now alone on the streets, with no more ponies left to greet her, she asked herself. "Hmmmm, three days for what?

"For the Eclipse, of course. Said a familiar voice. Twilight turned around and saw Rarity who is levitating several bags of supplies, walking straight to her. "Hey, Rarity."

"Hello Twilight!" Rarity greeted.

Twilight walked to Rarity and asked her. "What happens in three days?"

"The Eclipse Day, Twilight. Rarity replied. "The Eclipse is coming in three days."

"Oh, so that's why everypony is so happy and jumpy today. Twilight answered confirming her question.

"Well, of course. Honestly, Twilight, you really need to know your history. Rarity said.

"So, what are you doing on the Eclipse Day, Rarity? Twilight wondered as she looked at all of her bags of supplies

"I have already started on a new dress. The designs will be most ambitious; it's going to be glamorous when I wear it at the party. Rarity panted.

"There's going to be another party?" Twilight confused.

"The ceremony, right after the Eclipse. Oh, I have plan for this day. This is the first time in the century for all the ponies to attend to and I would love to look my best." Rarity gasped softly. "This is a lifetime opportunity."

"You sure have a lot of work on this." Twilight said.

"Why of course, dear. Everypony will. I'm sure they are all doing the same thing. Rarity said.

"Everypony? Even Applejack, Fluttershy, Pinkie Pie, and Rainbow Dash?" Twilight impressed.

"Go see for yourself. They are all very excited as I am." Then Rarity remembered something very important and rapidly jumped up in a rush. "Oh I forgot, I better hurry home and finish this dress. The Eclipse will be only three days away."

Rarity gathered her supplies and hurried off, leaving Twilight to gape and smile in the middle of the street, thinking to herself that this might be a good holiday after all.

At the Sugarcube Corner, on the shop floor. The two baby foals that are wearing diapers and party hats are enjoying the comfort of their foalsitter. Fluttershy is also there with them, keeping herself occupied by watching the twins playing while she waited for her cake order. "Oh Pinkie Pie, I don't think the cute babies can do it."

Pinkie Pie giggled. "Nonsense, they just need a little more practice and they'll get it right for sure."

Pound Cake and Pumpkin Cake made happy gurgling as Pinkie Pie teach them how to talk. "Come on, Pound Cake, Pumpkin Cake. You two can do it."

Pound Cake and Pumpkin Cake stared up at her with steadily pure state.

"Like this." Pinkie Pie demonstrated the babies by opening her mouths, using her tongue, and silently pronounced the words by moving her lips. The two babies then slowly stretch their mouths wide, trying mimicking what Pinkie Pie just did. "Yes. That's it. Come on, say it. Say it. You could do. Just say his name."

Their tongue moved around their mouths and start speaking out a low voice. Pinkie Pie smiled hugely at the sight. "You two are almost there."

Then finally, the two little foals speak. "Cherry….." Pound Cake softly said. "Bomb…." Pumpkin Cake softly said next.

Pinkie Pie cheered for a job well done.

Fluttershy gasped. "Oh my goodness, they actually did it. They actually said it."

Pinkie Pie said as she picked up the twins and gave them a group hug. "Yes! Perfect! Now we are all Cherrybomb Fans! Isn't' it great!"

At the front door, Twilight entered the shop. "Hey, Pinkie Pie. Hey, Fluttershy. Whatcha doing?"

"Pinkie Pie is just teaching Pound Cake and Pumpkin Cake how to talk." Fluttershy said.

"Cherry….." Pound Cake softly said and laughed.

"Bomb…." Pumpkin Cake softly said next and laughed.

Twilight giggled. "Oh Pinkie Pie, you're teaching them how to say your hero's name."

Pinkie Pie jumped up and down excitedly around Twilight. "Twilight, the Eclipse is coming in three day. And we have to be ready. And this is a better way for Pound Cake and Pumpkin Cake get into the spirit for the biggest event in all of Equestria!"

"The fun never ends for you, doesn't it?" Twilight said. She then turned to Fluttershy. What about you, Fluttershy?

"Oh, just dropping in. Getting a few snacks for all of my animal friends." Fluttershy said.

Your animal friends are also enjoying this holiday as well?" Twilight amused.

"Oh yes, Twilight. Almost everypony here is a Guardian Fan." Fluttershy said.

Mr. and Mrs. Cake emerge from the kitchen door. Mr. Cake walked out with a giant frosted wolf-decorated cake on his back and struggling not to drop it on the floor. Mrs. Cake on the other hand, carries out with a tray of cupcakes on her head.

"Be very careful, dear!" Mrs. Cake worried.

"Yes, honey bun!" Mr. Cake trying to keep the giant wolf-decorated cake in balance.

"It took us hours to make that cake ready." Mrs. Cake said as she put her tray of cupcakes on the shelves.

"I know." Mr. Cake said as he finally reached his point and placed the giant cake on the table, giving them both a sign of relieve. Mrs. Cake turned to the counter and gave Fluttershy the cupcakes she just brought out. "Here are your cupcakes, Fluttershy."

"Oh thank you. I can't wait to take them home. Everyone is going to love these." Fluttershy said kindly.

Mrs. Cake turned next to Fluttershy and noticed Twilight. "Oh, hello Twilight. What can I do for you?"

"Oh, nothing Mr. and Mrs. Cake, I'm just dropping by. So, what's with all the cakes?" Twilight asked.

"We are just making preparations, of course." Mrs. Cake said while icing another tray of cupcakes.

"For the big party, right after the Eclipse?" Fluttershy asked.

"That's right. There's going to be a big ceremony at the Canterlot Castle. Everypony here in Equestria will be there." Mr. Cake answered.

Mrs. Cake came out from behind his wife with an exciting laughter. "And we want to make sure that there is enough food for everypony."

Twilight looked around the shop and saw fields of freshly-made cakes and cupcakes. "For a special holiday, you two are sure working hard."

"Oh, we don't mind." Mrs. Cake nervously laughed.

"Yeah, and beside with a big holiday like this, this can boast up our business." Mr. Cake added.

"Well, I've hoped it all goes well." Twilight sweetly said.

"It sure is nice of you to be enjoying the holiday spirit, Twilight." Fluttershy said.

Mr. Cake wrapped his foreleg around Mrs. Cake's shoulders. "Mostly, for us too."

"It is sure is nice that we manage to have our babies just in time for this event." Mrs. Cake signed in happiness.

Viewing to shop floors, where Pinkie Pie is sitting in front of the two babies, proceeding in laughter and giggles while they are speaking out the word they just learned.

"Cherry….." Pound Cake gurgled. "Bomb…." Pumpkin Cake gurgled next.

Twilight and Fluttershy laughed sweetly as they watched the babies talking.

"I'm sure they will." Twilight giggled.

Over by Sweet Apple Acres; Twilight walked to the open gate. Once she entered through, she saw a huge crowd of ponies gathering around the barn.

"Wow, I wonder what Applejack is planning to do for this holiday." Twilight amazed.

Through the huge crowd of happy ponies, Applejack is serving food for the guest. "Apple Fritter, any pony?! We got more here!"

Applejack heard her name calling from distant. She looked toward the where the sound is coming from and spotted Twilight standing at the front gate. "Twilight! Hold on! I'm a-comin'!"

Applejack carefully walked through the herd of ponies, squeezing and pushing all the way out until she finally reached up to Twilight.

"What's with all the Apple Family? I thought you all ready have a family reunion." Twilight asked.

"Oh shucks, Twilight. This ain't a family reunion. This here is a family celebration." Applejack answered.

"About the Eclipse Day?" Twilight added.

Applejack cheered with a hoot. "That's right, sugar cube. Everypony from the Apple Family came. We got Apples from Yonder Hill, Hollow Shades, Galloping Gorge, Foal Mountain, Apples from Fillydelphia, Tall Tale Town, and all the Apples from Appleloosa! The entire Apple Family is here."

"And Manehattan! Babs is here too!" Apple Bloom called out.

Twilight and Applejack saw Apple Bloom and Babs walked up to them.

"Hi, Twilight." Babs greeted.

"Hello, Babs. Great to see you again." Twilight greeted back.

"Why would I, think I'm gonna miss out on spendin' time with my favorite cousin? Babs Seed wrapped her hoof around Apple Bloom's shoulder. Especially on this holiday. I don't think so."

Twilight looked around and saw that every Apple Family is here having fun with dancing and feasting. "Wow, your whole family is here to see the Eclipse?"

Then Granny Smith and Big Macintosh came in to join the conversation. "Well, the Apple Family doesn't want to miss this. After all, the Eclipse can only appear once every hundred years."

"Yep." Macintosh said.

"Hey, Granny Smith." Have you seen the Eclipse back when you were young? Twilight cheerfully asked.

"Unfortunately, I didn't. You see, Twilight. I was still in me ma's belly by the time the Eclipse started showin' up." Granny Smith frowned.

Applejack frowned and gave Granny Smith a pat on the shoulder for support. "Oh pony feathers, Granny. I'm sorry."

Granny Smith smiled at Applejack. "That's all right, Applejack." She hugged Applejack. "At least I'm still here to see it with all of you at my side."

"Yep." Macintosh said.

Granny Smith looked back at Twilight. "But you know, my ma and pa did tell me everything how the Eclipse did before I was born."

"Really, what was it like?" Twilight asked.

"That it was the most magical and the most beautiful thing they have ever witness. They said they have never seen the Sun and the Moon forge together like that." Granny Smith said softly.

"What did it do, Granny?" Apple Bloom excited.

"Well, when they did, it became dark as night, like the night we slept through ….and then sparklin' gold dust started falling from the sky like snow, they were like stars, but doesn't hurt when you touch them." Granny Smith finally said.

"Wow, really!?" Babs said with interest.

Granny Smith continued her story when everypony lean closer to hear it more. "When that was done, the Moon finally moves away from the Sun, the sunlight shines through the Earth and it happened."

Apple Bloom and Babs are so caught up on Granny Smith's story about the Eclipse; they couldn't wait to hear what happens next.

Babs gasped. "What?! What?!"

"All of Equestria returned to life right before their eye. Everything that the sunlight touched brought magic to our land. All of the trees, grass, and flowers returned back to all its beauty. They say it was the most memorable day in their lives." Granny Smith finished her story.

Twilight and Applejack are very amazed with the story, but as for Apple Bloom and Babs, they gasped happily with big smiles stretching across their faces.

"Wow!" Apple Bloom and Babs amazed.

"That is awesome!" Babs shouted.

"I wish we can see it." Apple Bloom agreed.

Applejack popped up between Apple Bloom and Babs and hugged them both. "Oh Apple Bloom, Babs. Of course y'all are going to see it. The whole family will."

"We will!" Apple Bloom said in excitement.

"In about three days, of course." Applejack winked at the two fillies.

Excited, Apple Bloom and Babs are hopping around Applejack and repeating saying "Yay, Yay, Yay". Seeing all the Apple Family having a good time, Twilight decided to leave and let the rest of the Apple Family enjoy themselves. Back in the streets of Ponyville, Twilight is walking back through town square. "Nice to see that Applejack and her whole family are enjoying themselves. I've wonder what is Rainbow Dash doing for this holiday?"

The question is solved when Rainbow Dash, along with many Pegasus soured through the sky above her. "Hey, Twilight!

"Rainbow Dash, what's going on?" Twilight looked up.

"Oh nothing, Twilight. Just that the Wonderbolts are gathering up "the Thunderbolt Fan Club". Rainbow Dash said with excitement.

The over-muscle white Pegasus known as Snowflake, popped in view screaming his popular shout. "YEAH!"

"Wait, all of you Pegasus are Thunderbolt Fans?" Twilight confused.

"Of course, we are. Thunderbolt is like a hero to us Pegasus." Rainbow Dash said.

Behind Rainbow Dash, Cloudchaser and Flitter flew in front and stared down at Twilight.

"Thunderbolt is the symbol of thunder and lightning." Cloudchaser said.

"And you know how we Pegasus are when it comes to weather." Flitter said next.

"Wow, I didn't know that." Twilight impressed.

"Well, now you do. And every Pegasus is here." Rainbow Dash said with honor, but then her eyes popped as she noticed Derpy Hooves voice nearby. "RAINBOW DASH, WAIT!"

"Oh no. Derpy Hooves, not again." Rainbow Dash groaned.

Derpy Hooves flew in and caught up with Rainbow Dash and the other Pegasus. "I'm here, Rainbow Dash."

All the Pegasus groaned angrily in disgusted reaction when Derpy Hooves came in.

"Derpy, why are you here?" Rainbow Dash grunted.

"To join the Thunderbolt Fan Club, of course." Derpy Hooves excited.

"Derpy, do you remember what I've told you?" Rainbow Dash snapped.

"What?" Derpy Hooves asked.

Rainbow Dash growled. "Derpy, for the hundredth time, no! You cannot be part of the Thunderbolt Fan Club."

"But, why?" Derpy Hooves shocked.

Cloudchaser and Flitter rudely flew in to support Rainbow Dash's decision.

"Because, no pony wants you in the club." Cloudchaser yelled.

"Yeah, you'll just ruin everything." Flitter shouted.

"I don't get it?" Derpy Hooves confused.

Rainbow Dash went closer to Derpy and placed her hooves on her shoulders. "Derpy, remember last year's Cloudsdale's Sky Tournament?"

Derpy Hooves giggled. "Oh yeah, that was fun."

Rainbow Dash frowned. "Yeah, it was… until you destroyed the entire stadium and ruined the tournament for the rest of us."

"Oh, I'm sorry." Derpy Hooves feeling guilty.

"That is why you're not coming along. Listen Derpy, you may be a nice Pegasus, but you are very clumsy and for a really important holiday like this. We can't afford to have another accident." Rainbow Dash said.

"….I see." Derpy Hooves said feeling heartbroken.

"I'm sorry, Derpy. But you know what you have to do." Rainbow Dash crossed her hooves and looked away from Derpy.

"….Okay….." Derpy Hooves said in tears.

Derpy spread her wings with her head hung low; flew away with a sad frown on her face. On the ground, Twilight saw the whole thing, and confronted Rainbow Dash. "Rainbow Dash, that wasn't very nice."

Rainbow Dash felt no guilt and she looked back at Twilight. "We all have to make sacrifices, Twilight. For the fate of Eclipse Day, this is a onetime offer."

"That may be, but Derpy was also trying to look forward to it also." Twilight disagreed.

Rainbow Dash said as she mumbled to herself. "We'll make it up to her. But right now, we have a Wonderbolts meeting to attend to."

All the Pegasus fired-up with a big cheer to Rainbow Dash's words as they hovered higher in the sky.

"Let's go!" Rainbow Dash shouted.

Snowflake yet again gave another one of his popular shout. The cheering group flew off in all directions. "YEAH!"

Back on the ground, Twilight watched as all the Pegasus flew off to their meeting. Deep inside, Twilight feel bad for Derpy that she couldn't come along with them.

"Poor Derpy. I guess not all ponies will be enjoying this holiday after all." Twilight said feeling a little sad.

Spike's approaching wobbling footsteps broke her concentration. She recoiled a bit at the interruption and Spike finally sprinted in. Twilight is surprised to see Spike. "Spike, what are you doing here? You should be at home! You shouldn't be running also, especially with your foot still injured."

"Twilight, I know I should've stayed home! But this is an emergency!" Spike said catching his breath.

"About what?" Twilight asked.

Spike sucked his huge cheeks and let out a green fire that came out a scroll. Twilight opened the scroll and read it. "It's from Princess Celestia."

She looked back at the scroll and continued reading the message. "Princess Celestia wants to see me in Canterlot immediately!"

"But I wonder what the Princess wants this time." Spike confused.

Twilight didn't even get a chance to hesitate. In a rush, Twilight turned her face down to Spike in a worried attitude. "Spike, I trust that you'll return to the library until I get back."

"But, Twilight?..." Spike questioned.

"No buts Spike. Just go home. Your foot needs rest, okay!" Twilight interrupted.

"But this could…." Spike tried to talk to Twilight but it was already too late, Twilight was already long gone, Spike let off a frustrated moan and wobbled back home.

At the castle of Canterlot, Twilight was already at the gates. When she arrived at the bridge, there are two Guards holding their spears crossed to block path. The two Guards recognized her.

"Twilight?" Guard 1 asked the purple unicorn.

"Yes?" Twilight answered.

"The Princess is expecting you. You better hurry, before it's too late." Guard 2 said.

"Too late?" Twilight was very shocked that she heard that.

"There's no time! Hurry!" The Guards moved their spears aside and let Twilight passed through the entrance. Twilight is confused with the Guards' behavior. But, when she entered, she saw that there are many more Guards creating a perimeter around Canterlot.

"What's going on here?" Twilight whispered to herself.

Inside the Canterlot castle of the throne room, Princess Celestia is pacing behind a row of stained glass windows. She stopped when she heard a door being opened.

"Princess Celestia, I'm here!" Twilight rushed to the nervous Princess.

Princess Celestia talked with a slightly fearful urgency. "Thank you, Twilight. I am so glad you're here."

"What's going on? What's with all the Guards?" Twilight told to the Princess.

Princess Celestia spoke to Twilight in a fearful voice. "Twilight…. Equestria is in great danger!"

Hearing that from Princess Celestia made it even harder for Twilight to take in. "What?! Why?!" Twilight shocked.

Princess Celestia took a moment of silence and then spoke to Twilight in a serious voice. "An ancient powerful enemy has returned."

"What do you mean, Princess?" Twilight asked in a fearful way.

Princess Celestia walked though the room with Twilight following next to her. "Last night, my sister and I have felt a familiar evil presence awaken here in Equestria, and it's been getting stronger ever since."

Twilight stopped and panicked. "What?! Who is it? Is it Discord? Queen Chrysalis? Is it King Sombra?!"

Princess Celestia raised her hoof up, Twilight fall silence. "No, this enemy is more powerful, more dangerous, and more evil than any other creature that Equestria have ever faced."

Twilight gasped. "Oh no."

Princess Celestia gazed out the window. "I can feel that he has already rebuilt his army and they are ready to invade Canterlot as we speak. It won't be long until they begin. And when they do, all of Equestria will fall."

"How long before they get here?" Twilight whispered.

"I'm afraid, Twilight, they are already here…they are waiting." Princess Celestia said warily.

Twilight surprised in shock. "What are we going to do?!"

"I believe it is who I feared." Princess Celestia added.

"What?! Who?" Twilight rashly asked.

Princess Celestia closed her eye, trying to speak his name to her, but couldn't. "That's not important. I can sense that they are growing stronger. Right now, it is up to you and your friends to stop them."

"Us!? But why us?" Twilight asked in surprised.

Princess Celestia turned around and looked at Twilight with a smile. She turned her head to the wall of windows with images of all of Twilight's adventures. The first window showed the six ponies using the elements on Nightmare Moon. "It was you and your friends who gave full potential of the elements and defeated Nightmare Moon."

The second window showed the ponies turning Discord into stone. "You again achieved by harnessing the magic of your friendship by reforming Discord."

The third window showed Shining Armor and Princess Cadance forming together in a shape of the heart. "You let your love and trust assists Princess Cadance and Shining Armor into exiling Queen Chrysalis."

The last window shows Spike with the Crystal Heart, shining the light to the Crystal Ponies. "And finally, you were willing to risk your life to protect the future of the citizens of the Crystal Empire from King Sombra's wrath."

Princess Celestia looked back at Twilight. "Now, you are ready to face the evil that is coming."

"Princess, what about the Elements of Harmony? Should we use that against them?" Twilight added.

Princess Celestia conceded, nodded sadly. "I'm afraid the elements won't be enough to defeat them."

Twilight gulped nervously. "It won't?"

"I know. We tried it before." Princess Celestia regretfully said.

"Then what shall I do, if the elements are no use. Then what can I do?" Twilight lowered her head with tears in her eyes.

Princess Celestia placed her hoof on Twilight's chin, raising her face up for encouragement. "Do not worry, I've already have everything planned out for you. Go and find Zecora. She'll tell you what to do."

"Zecora? But what does she have to do with…" Twilight paused when she heard the sound of thunder. Princess Celestia and Twilight stepped outside of the balcony and saw huge dark clouds begin to form around the blue sky.

"It has begun. They're almost ready. Twilight, go! There is no time to lose!" Princess Celestia commanded.

Without hesitating, she followed her Princess's order. "Yes, Princess!"

Twilight raced off, making her way out of the door. Suddenly, she stopped and thought for a moment. She remembered that Princess Celestia said "Last night, a strong evil presence awaken here in Equestria" and coincidently that was the same day when she went into the Everfree Forest to find Bloodfang. Sweat trickled down on Twilight's face in nervousness. She turned around and asked the Princess one last question, hoping that it is not the answer she wanted. "Princess?"

Princess Celestia faced back at Twilight, listening what she have to say.

"Um….please…..Tell me….um…I need to know…who is it?" Twilight asked nervously.

Princess Celestia closed her eyes and took a deep breath. Twilight shivered as she waited for the answer. "….It is Lord Bloodfang."

Twilight's jaw dropped and let out a shocking frightening gasp. She ran out of the Princess's throne room, ran down the stairs and through the exit in Canterlot Castle. Miles away, Twilight is now running through the Everfree Forest, as fast as she can, searching for the stone cave while she kept telling herself that it couldn't be her fault. "Oh no, I didn't! Oh no, I didn't! Oh no, I didn't! Oh no, I didn't! Oh no, I didn't!"

Up ahead is the stone cave where she lasted visit. The cave looked still in tack, like nothing happened, but Twilight didn't take a chance. She took a deep breath and went inside the cave, in the darkness a light glowed in brightness inside the cave from her horn, she slowly walked and investigated. It didn't take her long enough to make a horrible discovery. She gasped in terror, seeing that her fears have come true. "Oh no! What have I done?"

There in front of her, is a huge open smashed-up sliver coffin. Outside, she panicked and ran out the cave, galloping through the Everfree Forest, warning everypony. A tilt up to the sky, the dark clouds are spreading everywhere. The invasion is about to begin.

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**The war is finally coming. Tune in next chapter. Please review. **


	4. The Attack Of The Nightwalkers

**Here's a new chapter. Sorry for the delay, I got many stuff to do over this past few months.**** If you wish to see the picture for the Wolf Guardians and the Nightwalkers, go to the Deviantart website on my profile.**

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Twilight reached out of the forest, and kept on running. Back at Sweet Apple Acres, Granny Smith is talking to her two elderly cousins.

"How old were you when you first saw the eclipse, Auntie Applesauce?" Granny Smith said.

"Oh, I've never saw it. But my folks told many wonderful stories about it since I was a filly." Auntie Applesauce said.

"But I've seen it when I was only a year old." Apple Rose replied.

"You can't even remember stuff like that when you're a year old." Auntie Applesauce interrupted.

"I sure can." Apple Rose argued.

"You can't even remember our last family reunion and that was about a few months ago." Auntie Applesauce said.

Apple Rose stopped for a second and thought to herself. "We had another reunion?"

The two old Apple cousins laughed together with Apple Rose. Then Applejack came upon them, and she is not laughing at all.

"Hey granny, can we talk?" Applejack said with a frown.

"About what, Applejack?" Granny Smith questioned.

"About Apple Bloom." Applejack said.

Granny Smith started to worry when she heard Apple Bloom's name. "What's wrong with Apple Bloom?"

"She seems a little distracted." Applejack stared back at Apple Bloom who is still talking to Babs in the field. "Poor Apple Bloom. She still must be upset about that whole silly school play."

Auntie Applesauce then placed her hoof around Applejack. "Oh shuck, Applejack. Apple Bloom is a strong little pony like you."

Apple Rose came in the conversation. "I'm sure when the eclipse comes around, she will forget all that whole play nonsense stuff."

"But still, there is still only three days left. I don't want Apple Bloom to be miserable till then." Applejack said.

Then go cheer her up, by sharing her with your hero. Granny Smith winked at Applejack.

Maybe you're right, Granny. I'll think I'll will. And I'll know just what to do." Applejack left the three elders and called out to Apple Bloom and Babs. "Hey Apple Bloom. Want to do somethin' for the family?!"

Grammy Smith, Auntie Applesauce, and Apple Rose smiled for Applejack and hope the best. In the huge crowd of the Apple family, Babs giggled to herself as she watched all the ponies enjoying the reunion.

Babs walked into the center of the crowd and pointed her hoof with a loud shout. "OH LOOK EVERYPONY! LOOK! A NIGHTWALKER IS HERE!"

All of the Apple Family turned and see big Macintosh dressed up in a Nightwalker suit. He let out a fake roar. All the Apple Family saw the act and cried a fake scream and huddled around each other.

"We are doomed!"Apple Fritter faked screaming.

"Oh what do we do?" Apple Honey faked shaking in fear.

"Oh who will save us?" Red Gala faked crying.

Then Applejack came in and calmed the family down with high fake relieve. "Fear not everypony, why Mudshield is here to save us!"

She gestured to Apple Bloom coming out of the barn, painted brown and wearing a tiny gold suit of armor. The family cheered as they watch the little dressed-up Guardian charged towards the dressed-up Nightwalker.

"Hey there you! Leave this lovin' family alone ya dirty Macintosh…I mean ya dirty Nightwalker. Take this." Apple Bloom raised her hoof up and gave Macintosh a slightly soft punch on the nose. He hesitated for a second from the weak punch, and then remembered his part. He purposely jumped up and dropped dead on the ground. The Apple Family gave Apple Bloom more cheering and hooting. Apple Bloom blushed with a smile. "Thanks everypony."

Back in the middle of the crowd, Applejack smiled to herself, seeing that her plan to make Apple Bloom happy worked like a charm. "Perfect."

Applejack turned her smile upside down when she heard an annoying screaming.

"RUN! EVERYPONY RUN!"

Twilight galloped past Sweet Apple Acres, where the entire Apple Family noticed her**. **

"Um… is this another act?" Braeburn confused.

Applejack, Apple Bloom, and Babs are confused with Twilight's running off screaming.

"What's with her?" Apple Bloom worried.

"Does she always do that?" Babs annoyed.

Applejack is a little concerned about Twilight's breakdown. "Um….just enjoy the rest of the party, okay; I'm goin' to go talk to her."

Applejack left the party and followed Twilight. Apple Bloom, Babs, along with Granny Smith and Big Macintosh frowned in sadness for Applejack's leaving the reunion.

"Where is Applejack headin' off to?" Apple Bloom questioned.

Granny Smith is confused. "Beats me. That gal always like to flitterin' around like a…."

Then they looked up and witnessed the darkness clouding over Sweet Apple Acres. Inside of Fluttershy's cottage, all the animals and critters are jumping up and down in excitement. Fluttershy has returned with the cupcakes she promised. "I brought the cupcakes!"

All of the animals pushed and shoved each other as Fluttershy lay down the cupcakes on the floor. "Now, now. There's plenty for everypony."

Fluttershy giggled to herself as she watched all the animals chow down on the cupcakes. But then she noticed that in the crowd, Angel is nowhere to be found. "Angel Bunny?"

She got her answer when Angel jumped down on Fluttershy's head and into the crowd of cupcake eating animals. But there was only one problem; she sees Angel in a black bat suit. Fluttershy shrieked in shock when she noticed that her pet wanted to be dressed up as a Nightwalker.

"Oh no Angel Bunny! We shouldn't be dress up like that!"

Angel crossed his arms and turned back away from Fluttershy. But Fluttershy kept on trying to find a way to convince him. "No, Angel Bunny. Dressing up as a Nightwalker is not a good manner for this holiday."

Angel stomped petulantly and turned his head back, not listening to a word she said.

"This is a holiday for the Guardians. It is where all the ponies of Equestria celebrate for the Wolves for saving us from the Nightwalkers." Fluttershy begged Angel to do the right thing, but it's not working. "Please Angel Bunny." Even that talk, Angel still refuses to listen. Defeated, Fluttershy gives up. "Oh ok. I guess it wouldn't hurt."

Angle nodded disrespectfully and joined the other animals with their cupcakes. Fluttershy signed in depression until she heard a loud screaming outside. It was Twilight.

"RUN! EVERYPONY RUN! RUN! RUN! RUN! RUN!"

She ran passed Fluttershy's cottage. Fluttershy popped her head out of the door, seeing Twilight running. "Run for what?"

Applejack came next, screaming to Fluttershy whiles she's still running after Twilight. "Come on, Fluttershy!"

Fluttershy blinked twice and called to her friends inside. "Oh sorry everyone, I'll be right back."

Fluttershy flew out the door and followed Twilight. Angel popped his head out the door while eating a cupcake; he then looked up in the sky, seeing the darkness clouding over Fluttershy's cottage.

In the park, the Wonderbolts are on stage. Spitfire walked in front of the microphone and faced the crowded audience of Pegasus. "And so, I would like to thank you Pegasus again for joining in the Wonderbolt's Thunderbolt Fan Club."

The entire Pegasus audience cheered and applauded.

Spitfire raised her hoof up, silencing the audience and continued her speech. "It was a tough competition, but we have already chosen our new five members. And these members will the ones who will be joining us at the Canterlot Ceremony."

The crowd cheered louder. Spitfire then pointed to the white Pegasus behind her. "Sourin' will read out the names." Spitfire then turned back to the audience. "If your name is called, come on stage and join us for the big event."Spitfire called to Sourin and moved over away from the microphone. "Sourin', if you please."

Sourin' walked in front of the cheering crowd, opening each of the five envelops. "Alright Thunderbolt Fans, this is it! The moment you've all been waiting for!"

Sourin' opened and read the first envelop. "Alright! The first member is….. Cloudchaser!"

Cloudchaser gasped in surprise when she heard her name; she stand up, hugged her sister and flew on stage as the appreciative crowd cheered.

Sourin' opened and read the second envelop. "Second member is…Flitter!"

Flitter gasped surprise too, stand up, flew on stage, hugged her sister, and stand next to her.

Sourin' opened and read the third envelop. "Third member is…Thunderlane!"

Thunderlane stand up, took a bow to the crowd and flew on stage, giving high-fives to Cloudchaser and Flitter.

Sourin' opened and read the fourth envelop. "Fourth member is…Snowflake!"

The crowd cheered as Snowflake snorted up with a yell. "YEAH!" Snowflake shouted.

He flew on stage, and stand in line with the other winners. The crowd turned silence as they wait to hear the last winner's name. As for Rainbow Dash, she is so excited and so nervous, she is starting to shake. Scootaloo saw this and patted Rainbow Dash on the back. "Don't worry Rainbow Dash. You are sure to win."

"Of course I am. I am Rainbow Dash. I'm a Guardian-kind of pony." Rainbow Dash said with pride and ego.

Scootaloo smiled at Rainbow Dash. "Oh, I really do too." Then Scootaloo smile turned to frown. "But after that school play. I don't feel like I'm a Guardian-like kind of pony."

Rainbow Dash stared back at the depress Scootaloo. "Oh what are you talking about, kid? You were great at the play, remember."

"Yeah, playing as Nightwalkers." Scootaloo whispered embarrass.

Rainbow Dash patted Scootaloo on the back. "Don't worry about it. Someday you will be Guardian-like kind of pony….like me."

"Maybe if I'm lucky, someday I could meet Thunderbolt." Scootaloo said with hope again.

Rainbow Dash snickered to herself. "I doubted. To meet some wolf like Thunderbolt, you need to be fearless like me and also a fast flyer too."

"Oh…..ok." Scootaloo said with her feelings hurt even more.

Sourin' opened the fifth and final envelop. "And finally, the last fifth member is…."

Rainbow Dash got up and flew towards the stage, knowing she will be called no matter what.

Sourin' read the name from the final envelop. "Rainbow…" But then he was interrupted by Twilight's screaming and yelling. Every Pegasus turned to the direction to her as she ran though the park.

"RUN! RUN! RUN! RUN! RUN!"

"What in the name of Celestia!" Rainbow Dash said with a grim. Just when things are about to get any worse. Applejack and Fluttershy came after, yelling Rainbow Dash's name out loud.

"Rainbow Dash! Come on!" Applejack said while chasing after Twilight.

"What!" Rainbow Dash then turned her attention to the Wonderbolts and the crowd with impatient looks on their faces.

Rainbow Dash let out a nervous laugh. "Hehehehehe…um…excuse me." Rainbow Dash groaned in frustration, she got up and joined Applejack and Fluttershy in the chase.

The rest of the Pegasus draw a round of frustrating gazes, but then, they all looked up and see the darkness clouds covering over them. As for Twilight, she is still galloping through Ponyville, running past town square where everypony gave puzzle and confuse looks. At the Carousel Boutique, Rarity and Sweetie Belle are in the ground-floor showroom. Sweetie Belle is standing on a table and dressed in a fashionable blue wolf-fur like dress.

"Oh, Sweetie Belle, you look so gorgeous." Rarity said while needling the dress.

Sweetie Belle fidgeted impatiently at the position she's in. "Please hold still, Sweetie Belle!" Rarity said while trying to hold Sweetie Belle down.

"Is this really necessary? When I said I want to be dressed up like the Guardian Bladesword, I didn't mean it like this." Sweetie Belle looked into the mirrors and blushed when she saw herself in the dress. "This is too embarrassing."

"You said you wanted to look fabulous, right. And what could be more fabulous than dressing up like my hero." Rarity said.

Sweetie Belle groaned. "I don't think a Guardian like Bladesword wears a dress."

"I'll be hearing enough of that young lady. Now hold still. This is once in a lifetime and I am not about to miss this opportunity for my new fabulous dress to be unnoticed." Rarity boasted.

"Yeah, but…" Sweetie Belle objected.

"No buts. Now hold still and don't move." Rarity interrupted.

"Oh, ok." Sweetie Belle give up and stand still while Rarity work on her dress. But then they hear a loud shouting coming from outside. Twilight's loud screaming is also heard at Carousel Boutique, Rarity opened the front door and glared out a disgusted cry.

"What is all the wracked!? I'm trying to work here!" Rarity yelled.

"RUN! RUN!" Twilight ran screaming pass Rarity, after that Applejack and Fluttershy went ahead, but Rainbow Dash halt and spotted Rarity.

"Come on, Rarity! Let's just stop her already so I could get to the Wonderbolts Meeting!" Rainbow Dash continues on the chase; Rarity rolled her eyes and turned back to Sweetie Belle who is still standing on the table.

"Sweetie Belle, stay here." Rarity ran out the door, but stopped and turned back to Sweetie Belle. "And don't move." Rarity then galloped after them, leaving Sweetie Belle standing still alone on the table.

"Um, ok." Sweetie Belle whispered to herself alone.

Back to Twilight, she is running faster and faster, continuing screaming in every direction. In her point of view, her eyes view the streets of Ponyville going into high-speed until the face of Pinkie Pie block in its path. "Hey, Twilight!?"

Bang!

Twilight and Pinkie Pie slammed into each other. Twilight lay on the ground, moaning in pain. As for Pinkie Pie, she got up with no problem at all. "Hey, Twilight? Whatcha doing? Are you having a race, because I love racing. Racing is fun. I could race too. Maybe I can't run very very very fast. But I could still run as far as I can." Pinkie Pie said while jumping up and down around the exhausted Twilight.

Twilight regained herself up and faced Pinkie Pie in panic. "Pinkie Pie! Don't just stand there! Run!"

Just when Twilight was about to run again, the others finally caught up to her. "Run from what?" Applejack said.

"What is wrong with you, Twilight?" Rarity asked.

"Yeah! What's the big idea?!" Rainbow Dash shouted.

"Is everything okay? You look so frighten." Fluttershy worried.

Twilight interrupted them with a horrid shout. "We have no time for this we have to…." Twilight halt and gazed at the sky. Realizing the darkness has reached the blue skies over Ponyville.

"What's going on? It's only noon. It's not supposed to be dark yet." Applejack confused while looking at the sky.

As the purple clouds covering over the sun. Turning daylight to deep dusk. Everypony gathered around to witness this new change in the sky. The change in light brought a growing creepy high pitched sound around Ponyville.

"What is that?!" Pinkie Pie said with a confused face.

"Y'all hear that?" Applejack snapped.

"Oh, what is that ghastly sound?" Rarity disgusted.

"Yeah, where's it coming from?" Rainbow Dash said with a worried look.

"It sounds scary?" Fluttershy gulped.

The sound seemed to be coming around the entire town. The sound grew louder and soon everypony is now starting to hear it too. Windows and door opening, ponies coming out of their homes, gathering up in the streets getting nervous as the sound gets louder, especially Twilight and her friends. Soon, complete darkness swept over Ponyville. Now they all stop, beholding. Something is moving the trees in the forest as the sound grows louder with a lot of scary roaring sounds. Finally, the earth started to shake.

Cracks!

Swarm of Nightwalkers burst out from the view. Swarming everywhere in the dark cloudy sky. Millions of them emerged from the trees, whooshing from the forest and into the dark sky like high speed jets.

"What in tarnation are those?!" Applejack screamed.

Backlit by coronal light, it first seems to be smoke or ash, but soon they realize these are living things, Nightwalkers squealing in delight over their new day nightfall. They keep coming, filling the sky with thick waves. Mercifully, the wing figures seem to be moving away. But now forming one wave cleaves from another and does a quick about face with the ponies of Ponyville. All of the ponies feel very uncomfortable and started to back away. The Mayor stepped into the frighten crowd and tried to calm them down.

"Everypony, please, please calm down! Everything will be al…" Then all of a sudden, a Nightwalker swooped in on Mayor Mare and snatched her off the ground like an eagle. All the ponies panicked and run for their lives. Pair of red loudspeakers mounted on a yellow pole sounds off with an air-raid siren. At the ground level, Twilight and her friends brace themselves as the creatures goes into a dive, snatching everypony they came across. Twilight and the others witnessed the horrible scene around Ponyville.

"RUN! RUN TO THE LIBRARY!" Twilight shouted with desperation.

They ran as fast as they can when one enemy dives bombs into the street, one after the other, barely missing them when they emerge from the craters when they made impacted.

"Twilight, What in the name of all things oats and Apples is goin' on here?!" Applejack said to Twilight while running for their lives.

"I'll explain later! Right now we need to…" Twilight gasped as she stopped and sees that the library along with many houses in the back is being completely over-run by the Nightwalkers.

"Oh no, SPIKE!" Twilight screamed in tears.

"Whoa nelly." Applejack said in shock.

"We got to get out of here, Twilight!" Rainbow Dash shouted while the other ponies turn around and run.

Twilight couldn't move. "But…..Spike!"

"We have to go!" Applejack yanked Twilight to run away.

Twilight and her friends run the other way while the Nightwalkers demolish the library to the ground.

"We have to find Zecora!" Twilight said while running.

"What, why?!" Applejack confused.

Then, they halt when one slammed down in front of them and roared viciously at them. It leaped at them for a swipe in its claw, but Applejack turned around with her both back hooves and kick it in the face for an instant knock out.

"What are we waiting for?!" Applejack said.

As they continue running, Twilight looked around and saw the terror she has created. Nightwalkers are running amok in the sky and in the streets; ponies are being snatched from above one by one, and building and houses are being burn down to the ground. Twilight can't do anything except run in tears. As they were running, they stopped and looked up. Suddenly they are covered in darkness as the shadow engulfed them, until a huge silhouetted object suddenly blocked their view. Through the dark sky, a giant dark bat emerged out from the clouds. Twilight and her friends were stunned in fear as they saw the monster hovering over Ponyville. It is Lord Bloodfang. Behind him, millions of Nightwalkers swarmed out as they follow him, leading his army towards the Canterlot Castle.

"PRINCESS CELESTIA!" Twilight screamed.

In those swarm of Nightwalkers, each bat is carrying something or someone on their feet. They were giant green Trolls with armors. When they hover over the most populated area, the Nightwalkers released the Trolls. Each Trolls made a hard landing, creating big craters on the grounds and streets. They crawled out and started to bash everything in sight with their giant hammers, all the ponies screamed and ran for cover.

On the dark sky over Ponyville, Bloodfang and his Nightwalkers flew into high-speed to Canterlot. The Castle is surrounded by millions of Royal Guards, protecting the deadly impact of the invasion. The ponies' first attack started with cannons and unicorn horn magic being fire upon the invaders. Many Nightwalkers are shot down, but Bloodfang and many other Nightwalkers dodged every shot, passing through the fire and explosions in its path. With the first attack failed, hundreds of Pegasus Guards flew up and closed in on the incoming army.

"ATTACK, MY CHILDREN!" Bloodfang screamed as he rages furiously into battle. "DESTROY THEM ALL!"

The Royal Guards attack, made a collision course with Bloodfang and the Nightwalkers. Explosions and fire filled the sky of war. The battle goes on, but unfortunately, it wasn't enough to hold them back. The Pegasus Guards fought desperate but the Nightwalkers are too strong and too fast, they have the advantage. Pegasus's are being hit, blasted, and thrown from the sky and crash hard into the Canterlot ground. Bloodfang focused on the throne room of the castle and prepare to strike, but then three Pegasus Guards blocked his way.

"FOOLS, YOU PONIES ONCE AGAIN UNDERESTIMATE MY POWER!" Bloodfang stopped in midair and blast his red energy fire at the Pegasus Guards, impact with a huge explosion. The Pegasus Guards fall in defeat, leaving Bloodfang continues on his plan.

In the throne room inside the Canterlot Castle, Bloodfang shattered through the glass window and entered the room with a hard landing.

"Celestia, I'm home!" Bloodfang looked around and see that the Princess is nowhere in sight. "WHAT?!" He growled in frustration and looked back outside and flew off into the remaining sky battle.

Back in Ponyville, Twilight and her friends can see Canterlot in flames. Applejack turned her head and saw at the end of the road, General Darkclaw and three Nightwalkers spotted them and flew towards them.

"SEIZE THEM!" Darkclaw shouted as he speeds to the direction where Twilight and her friends are standing.

Applejack snapped out of it as she saw the incoming Nightwalkers. "WE GOT TO GO NOW!"

The ponies ran as fast as they can, but the four Nightwalkers are closing in too fast.

"RUN, RUN, RUN, LITTLE PONIES." General Darkclaw said while taunting and laughing manically.

Twilight and her friends ran with their lives. One of the Nightwalkers closed in, opening its claws to prepare for a grab. But Twilight turned her head back and used her magic horn to zap at the incoming Nightwalker, causing it to crash landed on the ground. Darkclaw and the three Nightwalkers left the fallen bat behind and continue on the chase. The impatient General then grabbed a food cart on the street and throws it at the running ponies.

Twilight saw the incoming food cart. "LOOK OUT!"

The food cart crashed hard into the ground, missing the running ponies.

"Hurry! HURRY!" Twilight shouted louder with fear.

Darkclaw laughed in amusement. He then took a deep breath and fired out the red beam from his mouth. He targeted the ponies with his powerful ray, but only missing them inches by inches. Burning everything in its sight, except for Twilight and her friends.

"BETTER MAKE IT QUICKLY!" Rainbow Dash shouted.

Twilight and her friends made a sudden stop when a giant Troll came across their way. The Troll spotted them and growled viciously at them. They slowly walked back until they noticed that one of the three Nightwalkers is coming at them. The Troll was preparing to crush them with his giant hammer, but Twilight and her friends ran the other way just in time as the Nightwalker came in. The Nightwalker missed its target, but failed to notice the Troll in front of it and got smashed by the hammer instead. The ponies made their way out of Ponyville and kept on running until they reach the forest road.

"Hurry! Hurry! Hurry!" Twilight said panicking.

The two Nightwalkers are still right on their tail, they got closer and closer they pull out their legs and open their sharp claws, ready to catch their prey.

"THEY'RE GOING TO GET US!" Pinkie Pie shouted in fear.

"WE'RE DONE FOR!" Fluttershy closed her eyes with hopelessness.

But then, General Darkclaw and the other Nightwalker fall back and flew away.

"Huh!?" Twilight confused.

"What!? What happened?!" Rainbow Dash said.

"Why are did they just leave?!" Applejack said worried.

The confused ponies continue running, still trying to escape no matter what. In the sky above, a giant dark wing-figure is silently closing in on them. It is Lord Bloodfang.

"You can run. But you can't escape from me." Bloodfang hissed viciously to himself.

Bloodfang conjured a beam from his mouth and blast it towards the unsuspecting ponies. Twilight and her friends began to hear something, turned their heads while still running and see a red beam heading straight towards them, they screamed in terror as the beam got closer. Then a familiar yellow magic protected them from the blast. They stopped and looked up, it is Princess Celestia.

"PRINCESS CELESTIA!" Twilight shouted in relive.

Princess Celestia called to Twilight. "Run, Twilight! Go!"

"But…." Twilight questioned.

"GO!" Princess Celestia shouted.

Twilight shed in tear and had no choice but to obey her Princess. They got up and continue running, disappearing into the forest. Leaving only Princess Celestia and Lord Bloodfang flying in midair, facing each other.

"There you are Princess Celestia….I must say it's been a long time. Still protecting Equestria I see." Bloodfang said.

"I will always protect Equestria and all of my subjects from creatures like you!" Celestia replied in battle position.

"Do you really still have what it takes to battle against me? You never had a chance to defeat me! I've proved it to you, remember." Bloodfang lectured.

"I MAY NOT BE ABLE DEFEAT YOU, BLOODFANG. BUT I KNOW SOMEONE WHO WILL!" Celestia screamed.

"MAYBE. BUT YOUR HERO PRINCE WON'T BE HERE TO SAVE YOU NOW." Bloodfang fired his powerful beam. But Celestia fired back.

Each conjured a beam and blasted it toward the other. Yellow blast from Celestia and red blast from Bloodfang. Celestia tired her best, but Bloodfang is still too strong.

"PATHETIC? THREE THOUSAND YEARS AND THIS IS ALL YOU GOT?!" Bloodfang laughed.

He smiled and added more power to his attack. Celestia's eye widen in fear as the red energy slowly bulldozed it way into her horn and cause a huge explosion between them. Twilight and her friends kept on running; even a giant explosion behind them. Inside the explosion, Bloodfang emerged from the fire.

"VICTORY!" Bloodfang screamed in the air.

Bloodfang laughed manically and disappeared into the night sky; Zoom out to the entire landscape of Ponyville and Canterlot being taken over. Giant huge smoke flaming all over Ponyville, hears of ponies crying and screaming, and the sky swarming with millions of Nightwalkers. All of Equestria has fallen by the Nightwalkers once again.

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**What will Twilight and her friends will do? What will happen to Equestria? Stay tune for the next chapter. Don't forget to review. **


	5. The Journey Begins

**Here is Chapter 5. Hope you like it. If you wish to see the picture for the Wolf Guardians and the Nightwalkers, go to the Deviantart website on my profile.**

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Somewhere far from the forest, miles away from Ponyville, Twilight and her friends have found a resting spot to catch their breath from after all that running. The tiresome ponies tried to remain out of the open to insure that those creatures will not be able to find them. While everypony is resting, Applejack regained her strength and looked around to be sure that all of her friends are safe and alive.

"Everypony okay?" Applejack worried.

"That was close." Pinkie Pie exhausted.

"Too close. I thought we were goners." Rainbow Dash laying on her back and breathing hard in tiresome.

Applejack signed in relieved. As for Twilight, she remained sitting on the ground alone with her head lowering down in shame. Drops of tear are falling from Twilight's cheeks, feeling guilty and her heart shattered in a million pieces.

"Princess Celestia …. I'm so sorry." Twilight whispered to herself as she sobbed.

Applejack saw Twilight's crying. She walked up to her and patted her on the back. "Twilight? Are you okay?"

Twilight took the time to raise her head, wiping the tears from her eyes, and looked up to all of her friends who are staring at her in a worried look. She thought to herself for a second and decided to tell them the truth of why this is happening. As she was about to speak, she then heard a sound of a tree branch cracked in the woods. There was someone out there and it's coming their way. The six ponies huddled up and prepared for anything.

"WHO'S THERE?!" Rainbow Dash shouted with warning.

In the darkness of the woods, a brown cloaked figure emerged from foggy trees. The hooded figure recognized one of the ponies and spoke. "Twilight? Is that you I see?"

Twilight and her friends hesitated and realized that brown cloaked figure is someone they knew. They slowly walked in closer and then…"Zecora?"

The brown cloaked figure put down the hood, exposing a dark gray white striped zebra and gold hooped in the ears. It is Zecora.

"Zecora! You don't know how happy we are to see you!" Twilight shouted in relieved.

Zecora placed her hoof on Twilight's lips. "Shhhh…. Eyes and ears explore on the scene. Come, come before we are seen."

Zecora pulled up her hood back on and left. The ponies just stand there staring at each other.

"Where are you taking us?" Rarity asked.

"There is no time to explain. A place that we must obtain." Zecora said.

"But I can't go. My whole family is still at Sweet Apple Acres. Granny Smith, Big Macintosh, Babs, Apple Bloom!" Applejack cried out.

"Oh my. I left dear sweet Sweetie Belle at home. Poor thing is out there all alone!" Rarity said faintly.

"Angel and all of my friends are still at my cottage." Fluttershy whimpered in tears.

"What about the Wonderbolts, they can't be there without me." Rainbow Dash shouted.

"I am sorry dear ponies. But this is a chance that you cannot take. In other words it will be too late. If you rush to save them, you shall only be condemned. Come." Zecora moved off, the ponies signed and quickly followed her through the woods. They traveled across the river and into fern-covered trees.

Zecora stopped and looked back at the ponies. "This way."

Zecora walked ahead and then all of a sudden she just disappeared in a flash. The ponies gasped in surprise when they saw that.

"Did y'all see that?" Applejack gasped.

While the ponies were all stunted after what they just saw. Twilight took a moment and walked ahead like Zecora did.

"Twilight wait!" Applejack called out to the purple unicorn.

Twilight kept on walking and also disappeared in a flash. The ponies gasped in shock to see their friend vanish without a trace. But then Twilight's head reappeared levitating in the air, like sticking her head out through an invisible curtain. "It's okay. It's a place protected by an invisible dome. Come on."

Twilight's head went back and disappeared. The ponies took their time and one by one they walked through the invisible instance. After they all got though they appeared in an old room filled with ancient artifacts.

"What is this place?" Fluttershy asked.

"A place that is hostile. But protect us for a while." Zecora replied.

"What the hay is going on here, Zecora? What are those things?" Applejack said.

"There is no need for a rush. For I will show you in a just." Zecora approached her steaming caldron, carrying a hoof load of green powder. She added the powder into the caldron and the liquid surface began to change. Twilight and her friends walked towards the glowing caldron and stared what is changing inside. The first line of the following as the rest of the powder is thrown in and formed into a glowing green silhouette of bats swarming around Equestria.

"Equestria is been ruled by monsters of the night. Creatures that care nothing but disasters of fright." Zecora read out.

"Where did they come from, Zecora?" Rainbow Dash asked.

The second line of the following as the rest of the powder is thrown in and formed into a glowing green silhouette of fire and smoke.

"From the depth of the underworld. But neither from the netherworld. Slumbering forever in an eternal sleep. "Awaking once more to finish what they begun." Zecora read out.

"I still don't understand. Why are they doin' this?" Applejack questioned.

"They are not creatures for you to understand. Chosen a life filled with a curse." Zecora said.

"But what kind of creatures will choose such a life like this?" Fluttershy gasped.

"Can you think of a creature that will. A monster that can be so vile." Zecora said with a grim.

"Are you sayin' that those things were….." Applejack started to shake.

The third line of the following as the rest of the powder is thrown in and formed into a glowing green silhouette of a symbol. A red bat-shaped symbol. All the ponies shocked in fear. They know what that symbol meant and what that symbol represents.

"I know that mark. That's their mark. The symbol of …the Nightwalkers." Applejack said while shaking in fear.

Rainbow Dash's eyes widen with disbelief and shrieked. "The Nightwalkers?! You mean…those creatures were the Nightwalkers?"

"You mean they're real?" Pinkie Pie whispered.

"Oh yes. They are very real. If that is what you feel." Zecora responded.

"So, that means?" Rarity started to sweat.

"You mean that creature…..that we just saw….the one that tried to kill us was…..was…was…" Fluttershy choked.

"Lord Bloodfang." Zecora finished the sentence.

"Oh, this is bad." Applejack said nervously.

Rainbow Dash hovered next to Applejack and panicky screamed. "Bad!? This isn't bad. This is horrible. We're doomed. No, I take it back. We're not doomed. We're dead."

"Calm down, Rainbow Dash." Applejack said to the frightened Pegasus.

"Calm down!? Calm down!? Don't you get it, Applejack! This is Dark Lord Bloodfang we're talking about here! The most dangerous and the most powerful creature on earth. Not even Princess Celestia could stop him! We're all going to die!" Rainbow Dash flying and pacing in the air while panicking even more.

"Rainbow Dash! STOP IT!…..you're scarin' everypony." Applejack pointed out.

Rainbow Dash looked to the direction of Fluttershy, Rarity and Pinkie Pie, all shaking in fear. Rainbow Dash felt guilty and decided to fly down and relaxed a little.

Applejack said as she turned back to Zecora. "But how? Why?"

The fourth line of the following as the rest of the powder is thrown in and formed into a glowing green silhouette of Bloodfang emerging from underground.

"Placed in a sacred ground the beast has been kept in, Eternal slumber forever until he was awakened." Zecora read out.

"Awakened. Does this have anything to do with the Eclipse?" Rarity wondered.

"No, Rarity. The event that is happening is nothing but a sign. But only to interfere that caused him to rise." Zecora said.

Twilight's eyes widen and twitched nervously when she heard what Zecora just said.

"You mean Bloodfang's resting place was disturbed?" Applejack said looking rather puzzled.

"What?! By who?" Rarity desperately asked.

"I can't tell you who, but I can tell you a clue." Zecora said.

The fifth line of the following as the rest of the powder is thrown in and formed into a glowing green silhouette of a pony next to Bloodfang.

"Returning the Dark Lord to the throne. Awaken by one of your own." Zecora read out.

"Wait. He was awakened by a pony?!" Applejack said in shock.

"A pony woke him up?! Why I outta…wait till I find this pony. I give her a piece of my mind." Rainbow Dash yelled furiously, rising off ground.

"That's terrible." Fluttershy gasped in shock.

"So not funny." Pinkie Pie grouched.

"I agreed. Oh, the nerve." Rarity humphed.

"What kind of a selfish, cold-hearted fellow could do somethin' so deviant?" Applejack shouted.

Twilight began to sweat as she listened to all those harsh comments, feeling more and more guiltier.

"I don't know." Twilight sadly whispered to herself.

On the skies of concurred Equestria, General Darkclaw and few Nightwalkers were flying over the forest. They were patrolling the area, trying to find more ponies that escaped from their grasped. From above, they saw nothing but trees and rocks. The area was lifeless. Darkclaw and his Nightwalkers decided to fly towards the next part of the forest. But then, one of the Guards spotted a small smoke in the middle of the trees. The Nightwalker called out to its General.

"GENERAL DARKCLAW! LOOK!" Nightwalker Guard pointed out.

Darkclaw halt and looked where the Nightwalker was pointing at and saw the smoke too.

"There they are." Darkclaw smiled and snickered.

Back in the hidden place on the ground, Twilight, Zecora, and the others ponies are still gathered around the cauldron.

"What should we do?" Applejack said.

"There is nothing you can do. There is no hope as well." Zecora closed her eyes.

"See, I told you." Rainbow Dash signed in defeat.

"There is only to pray. But there is only a way." Zecora said with hope.

"Really?" Twilight surprised a little.

"But how?" Rarity asked.

"Only by their strength, victory shall come. You must seek help, by someone unlike you." Zecora answered.

"But who can help us?" Fluttershy said curiously.

"They beat them back then. They can do it again." Zecora smiled.

"You mean…." Applejack said cynically.

The final line of the following as the rest of the powder is thrown in and formed into a glowing green silhouette of a symbol of a wolf's paw.

"Oh yes. The ones you called…the Wolves of Imperiacus." Zecora read out.

All the ponies are overwhelmed by what they just heard.

"The wolves? You mean "The Legendary Guardians"." Pinkie Pie said as she jumped in joy.

"Did she say…..the Guardians?" Rarity said softly.

"You mean…they are real?" Fluttershy whispered as she smiled.

"The Guardians!" Pinkie Pie breathing a sigh of relief.

Rainbow Dash finally became more relaxed when she heard the mention of the Guardians. "That's right! Of course! The Guardians can save us."

"That's it, right Zecora? You want us to go and call the Guardians, right?" Applejack cheerfully asked.

"And you're saying that we should go and find them, so they can save all of Equestria." Pinkie Pie happily said.

Zecora smiled and nodded happily.

"Wait a minute. Maybe we don't have to. When the Guardians see that the Nightwalkers are back and started taking over. They'll sure to come, right?" Rainbow Dash excitedly asked jumping in front of her.

Zecora frowned to Rainbow Dash's question. "I'm afraid not. The Eclipse is in three days. By the time they know. It will be too late."

"What will happen in three days?" Twilight finally asked and gulped realizing that something bad is going to happen.

"If the monsters are not defeated when the new day approaches. Another hundred years, Equestria will be a land of death." Zecora explained.

"Where can we find them?" Twilight said.

"You must journey to the mighty land of Imperiacus. Across the land of the sea. The land you shall find." Zecora said.

"How?" Twilight said desperately.

Zecora gestured off to one side and pointed at the dark part of the room. Two candles light up by themselves and slowly lighten up the room. The room was showing a curved marking-ground with ancient symbols written around it.

"This spell will send you away. By showing you the way." Zecora pointed out.

Twilight studied the strange markings on the ground and realized something about it. "This is an ancient teleport spell, isn't it Zecora?"

Zecora nodded. "Indeed you're right, Twilight. The spell will work if all of you are together. Walk to the center of the markings and take you wherever."

"We better hurry then." Rainbow Dash said to everypony.

"Let's move." Applejack and the others began to walk toward the center of the marking-ground.

"Are you coming with us Zecora?" Twilight asked her zebra friend.

"Have hope dear Twilight. Only hope can save….." Before Zecora could finish her sentence, a huge explosion came out from behind. Twilight, Zecora, and the all the ponies looked back and saw General Darkclaw and the Nightwalkers walked out from the smoke, facing them. Their hiding place has been discovered.

"Ponies! By the order of Lord Bloodfang. Surrender to us or die." Darkclaw warned.

"RUN! DISTRACT THEM I WILL. WE SHALL MEET AGAIN UNTIL." Zecora shouted.

"SEIZE THEM!" Darkclaw ordered.

The Nightwalkers swept into an attack, but Zecora pulled out a huge pile of glowing green dust and blown upward; following it into the air. The green dust dissipated around the room, forming into a foggy green cloud. Darkclaw and the Nightwalkers coughed as they looked uneasily around themselves, not seeing the ponies or anything around them.

"Where are they?" Darkclaw coughing in the fog.

"I can't see!" Nightwalker Guard coughing while trying to see through the fog.

With all the Nightwalkers distracted, Twilight and her friends hurried to the marking-ground and prepared to leave. Twilight looked back and saw Zecora still behind, blowing more of her green dust at the Nightwalkers.

"ZECORA, COME ON!" Twilight begged.

"GO!" Zecora yelled back as she disappeared into the green fog.

"ZECORA!" Twilight screaming in tears.

"Twilight! COME ON!" Applejack shouted.

Applejack ran to Twilight and dragged her to the marking-ground. When all of the six ponies were in position, out came the magic when all the ponies were conjured by a matching ring of flames from the markings on the floor. When the flames completely surrounded them, they all vanished with a purple flash of light.

The same purple light flashed out somewhere in a mysterious dark cave, A spot of light that slowly grow in brightness against the black to illuminate the area immediately around. It is on the tip of Twilight's horn; the ponies are in some barren cavern. Now Twilight and her friends looked around from place to place, looking for any hint of a way out of this mysterious cave.

"Now where are we?" Rainbow Dash groaned.

"What is this place?" Pinkie Pie scratching her head.

Fluttershy shaking in fright as she looked around the dark spooky cave. "It's too dark in here."

Rarity is pacing the floor; she stepped on loose dirt and is horrified to find its dust on her hoof. An appropriate shriek followed as she backed up. "Oh, and this place is full of dirt!"

Applejack turned to Rainbow Dash for a little help of finding where they are. "Rainbow Dash. See if you can find a way out up high."

"You got it." Rainbow Dash flew higher to get a better view around the cave. Looking through every corner to find a way out. Somewhere far in the lightless distance, a spark of light flashed out, knowing that she found an exit.

"Look, there's a way out up ahead." Rainbow Dash pointed out.

Applejack signed and decided it will be a better option. "Guess we have no choice."

"Let's go." Rainbow Dash said as she flew off and led the way. As all the ponies follow Rainbow Dash, Applejack looked back and saw that Twilight is still behind, sitting alone in the dark cave.

"Twilight?" Applejack said.

Twilight's eyes pop suddenly; in a longer shot, the others are walking out, Applejack hanged back, calling out to Twilight. "You comin'?"

"Ummm….yeah...I'm coming." Twilight got up and ran off through the cave and catch up with her friends. In her mind, she thought in herself that maybe it's not a good idea to tell her friends at all.

From a distance all of Ponyville is consumed from its center outwardly by the growing wall of destruction. Within seconds all of Ponyville is gone. The view of the small village is burning and smoking with the red bat-shaped symbol flag struck to the ground, as a sign of victory. This once beautiful land is now being destroyed by an ancient enemy. It is still only noon and yet the sky is covered with purple clouds of darkness. The town is now quiet and soundless as all the Nightwalkers are hovering over the completely wiped out Ponyville. Zooming toward the Canterlot Castle and into the throne room, where lord Bloodfang is standing in the balcony and watched the view of all of Canterlot and Ponyville go up in smoke.

"Ah, Equestria. All burnt in ruins. Just like old times, right Princess?" Bloodfang turned to Princess Celestia who is now shackled with giant metal chains around her neck, hooves, and wings and her horn mostly burnt. She is now a prisoner in her own castle. The Princess responded nothing as she only stared angrily at the Dark Lord.

"So, where is your poor lonely little sister?" Bloodfang questioned her as he slowly walked closer to her.

Princess Celestia still didn't say a single word as Bloodfang grew impatient.

"Where is she? Look at me when I'm talking to you!" Bloodfang growled in frustration as the captured Princess still refused to say a word.

"So be it. I'll just order one of my children to bring me a random little filly here and I will slaughter it right in front of you." Bloodfang threatened.

"DON'T YOU DARE HARM ANOTHER SOUL, YOU…YOU MONSTER!" Princess Celestia finally screamed out.

"Then tell me. Where is your sister?" Bloodfang demanded.

"She will be here. Soon, she will defeat you." Princess Celestia shouted.

"Three thousand years and yet you still haven't changed, Princess. Do you really think your miserable lonely little sister can destroy me if you can't?" Bloodfang mocked.

"I wasn't talking about my sister. I was talking about my star student, Twilight Sparkle." Princess Celestia said with pride.

"Twilight? I've heard that name before." Bloodfang took a moment to think and finally the mention of that name popped into his mind. "Oh yes. I remember. I heard her voice when I was slumbering in my tomb. So, this Twilight is the one who set me free. Such irony, I was freed not from my very own kind, but only to be freed by a little pony. And not just a pony….. Your own star student."

"It is destiny." Princess Celestia talked back.

"Poor sweet Princess Celestia. If only you have just bow before me and become my queen. Things would've been different." Bloodfang said as he rubbed his claws on the Princess's hair.

Princess Celestia shouted as she pulled herself away from Bloodfang's grip. "Never! My heart belongs to someone else."

"Him?! Of all the creatures in the world. You choose him. What is so special about him? You, the Princess of all ponies. Only to give you're your own heart to that miserable mutt." Bloodfang scoffed.

"He has love, wisdom, and harmony of friendship." Princess Celestia said loudly.

"That's it. Ha! Am I going to sacrifice my destiny to those pathetic words than possessing ultimate power and immortality?" Bloodfang laughed.

"Are those the only things you serve, Bloodfang? Only to be empty-hearted." Princess Celestia said with disappointment.

"And what do you serve, Princess. Sacrificing the poor and protecting the innocence. That's what makes you so weak." Bloodfang stopped at the sound of a door being thrown opened. It was General Darkclaw.

"What is it General?" Bloodfang commanded.

General Darkclaw walked to Bloodfang and bowed before him. "My lord, Canterlot and the small village called Ponyville is now under Nightwalker Law. We've also salvaged all across the forest. We captured few ponies and a zebra on the way, but I'm afraid that six ponies have managed to escape."

"Twilight." Princess Celestia whispered to herself.

Bloodfang growled as he overheard the Princess and looked back to his General. "Are you sure that there are only six of them escaped?"

"Yes my lord." Darkclaw said.

"Does one happen to be a unicorn?" Bloodfang questioned.

"There were different types, my lord. Two unicorns, two pegasus, and two earth ponies." Darkclaw answered.

Bloodfang hesitated for a moment and speak to his General who is awaiting orders. "Then take as many as you can, General. Find these ponies and bring them to me immediately."

"Yes, my lord." Darkclaw bowed again and flew out of the throne room.

Bloodfang chuckled and stared back to the princess. "Your star student will not be a problem for long. My forces will capture them very soon."

"We shall see, Bloodfang." Princess Celestia protested.

You've always were a fool, Princess. Still always thinking that there is hope even you have been miserably defeated. But I can tell you this." Bloodfang grabbed Princess Celestia's face in a sudden force. "You can brag all you want about your precious student and your words of love, wisdom, and friendship, but that will not stop me from killing every miserable creature on this world."

Bloodfang released the Princess's face and stepped over to a window and looked out; his minions are running amok in the streets and in the skies.

"Once I devour every soul. I will have all the strength and power I need to kill your prince and destroy my hated enemies….the Guardians." Bloodfang hissed.

* * *

SONG: WE ARE LORDS!

(Bloodfang jumped out from the balcony and flew over the top of the Castle and made a hard landing.)

"_Love, wisdom, friendship, ha. Those words don't even mean to describe it. My heart is filled with cold and ashes. Feel the evil from within."_

"_We are Lords!"_

"_We are Lords!"_

"_Lords that __reign of fear__. We are ones who care for chaos. We are ones who care for conquest. We are ones who care for destruction."_

_(Bloodfang stomped his foot hard on top of the tower and caused a cracked dent. Then a shadowy liquid oozed out between his claw toes and magically came to life and started covering the ground underneath him, and then worked its way to the entire Castle. The shadow consumed the white walls, windows, and pony statues and transformed them into stone-brick walls, black-shattered windows, and rusty metal-bat statues holding a Nightwalker flag. Canterlot Castle has been remodeled into Bloodfang's new empire.)_

"_Canterlot is mine once again. Soon all of Equestria. And finally the entire world!"_

_(Bloodfang towered over a gathering throng of Nightwalkers.)_

_(Nightwalkers cheering)_

"_ALL HAIL LORD BLOODFANG!"_

_(Steam of fire filled everywhere. The fire evaporated, revealing rows of goose-stepping storm trooper Nightwalkers marching in the Canterlot streets.)_

_(Nightwalkers)_

"_We are the children of darkness. The demons of the underworld."_

(_Bloodfang observed from above. Their shadows cross his face._)

(Bloodfang)

"_The strong will survive….…..the weak will parish. Come forward my children of death. A New Age will come to our way. Flesh and blood will burn. And all of creatures will bow. They will feel the taste for blood."_

_(Nightwalkers)_

"_We are Lords!"_

"_We are Lords!"_

"_Lords that __reign of fear."_

_(Bloodfang)_

"_We shall rule forever. Those who fall shall die. We stand till the end. Let the storm reign free."_

_(Nightwalkers)_

"_We are Lords!"_

"_We are Lords!" _

"_Lords that __reign of fear."_

_(Bloodfang)_

"_We are ones who care for chaos. We are ones who care for conquest. We are ones who care for destruction."_

_(Nightwalkers)_

"_We are the children of darkness. The demons of the underworld."_

(Bloodfang)

"_We are the ultimate evil, the masters of worlds, god of immortals. We are the Lords."_

"_The kings of the blood that death comes ripping. We are what who we are."_

"_We are Lords!" _

"_We are Lords!"_

"_Lords that __reign of fear."_

_(Darkclaw flew into the sky as dozens of Nightwalkers follow him.)_

"_We are ones who care for chaos. We are ones who care for conquest. We are ones who care for destruction."_

_(Nightwalkers)_

"_We are the children of darkness. The demons of the underworld."_

(Bloodfang, Darkclaw, and all the Nightwalkers)

"_We are Lords!" _

"_We are Lords!" _

"_Lords that __reign of fear."_

_(Bloodfang and Nightwalkers)_

"_WE ARE LORDS!"_

* * *

Bloodfang and his Nightwalkers laughed evilly as they end their song, the scene pulled back, through the length of the entire newly-built Dark Castle, with Bloodfang ranting atop of his new empire while millions of Nightwalkers shriek and sour into the sky, preparing to invade the rest of the other lands of Equestria.

Across the path of the taken over Ponyville, over the hills and forest, came the view of Sweet Apple Acres, the whole place has been deserted, panning across the field as a tumbleweed drifted by. But inside the barn, under the floorboards, in the dark crawlspace, a light clicking that reveal to be a small firefly lantern, on a second later to illuminate Granny Smith and Big Macintosh.

"You think they seen us?" Apple Rose whispered in the dark.

The light coming up was enough to reveal all the family, who are whimpering and trembling in fear. Granny Smith and Big Macintosh are calming the families' voices down to avoid getting caught.

"Quiet, everypony. I'll check to see the coast is clear." Granny Smith peeked though the small hole on the floorboard and looked around to see if it's safe. What she saw is nothing but furniture and pictures on the walls. Not a single bat in sight. It appeared that the Nightwalkers have not yet swept through the farm area.

"I don't think they're here yet." Granny Smith said as she turned back from the peek hole.

"Yep." Big Macintosh said.

"What are we going to do?" Apple Rose said.

"I'LL TELL YOU WHAT WE ARE GOING TO DO. WE'RE GOING TO DIE. DIE! DIE I TELL YOU!" Braeburn yelling panicky.

"Hush up now. There are fillies here." Auntie Applesauce said as she hugged all the frighten fillies.

"NOPONY CARES ABOUT THAT. THIS AIN'T A FAIRLY TALE. THIS AIN'T AN ACT. THIS IS THE REAL THING WE'RE TALKING ABOUT HERE." Braeburn shouted.

"DOES ANYPONY KNOW HOW TO GET OUT OF HERE?!" Peachy Sweet screamed while running back and forth.

"Is this the end?" Apple Bumpkin crying.

"We're doomed." Golden Delicious shaking herself on the ground.

"NOW EVERYPONY! Calm down. I've survived many worse things back in the old days." Granny Smith shouted at the family.

"Yep." Big Macintosh said behind Granny Smith.

"Why, I was chased and almost eaten by a pack of hungry Timberwolves when I was your age and y'all think I will just panic or give up hope to a bunch of flyin' rodents." Granny Smith said.

"Nope." Big Macintosh said behind Granny Smith.

"We are strong, tough, and survivors. We are the Apple Family." Granny Smith called out.

"Yep." Big Macintosh said behind Granny Smith.

All of the Apple Family lower their heads down and remained quiet and calm.

"Now all we have to do is stay here for a while and try to come up with a plan to escape. I think these creatures still don't know about this place yet, but they will and when they do, we'll be out of here in no time." Granny Smith said with hope.

Babs said as she walked out through the crowd of the Apple Family and faced Granny Smith. "But Granny Smith. How are we going to get out here? These creatures are everywhere."

"Have faith, Babs. We always do." Granny Smith as she placed her hoof on Babs's chin.

"But what about Applejack?" Babs worried.

"That gal has done many things in the past. She told me all the adventures with her wonderful friends. If she could pass through all those obstacles, I sure she'll pass through this mess. She'll be fine." Granny Smith smiled.

"I hope so, Granny Smith. Me and Apple Bloom are very worried about her." Babs frowned.

"Yes, I ….." Granny Smith stopped in her mind and looked around, she noticed that somepony was missing. "Hey wait just a darn minute! Where is Apple Bloom?"

Granny Smith, Babs, and Big Macintosh looked through the herd of the Apple Family and finally realized that Apple Bloom is nowhere in sight. She is not in the crawlspace or inside the farm. The family was all shocked and surprised, wondering where she can be.

Somewhere in the burnt town of Ponyville, a Nightwalker Troll was patrolling the street. The Troll halted and sniffed the air; picked up a scent and followed the smell. The scent seemed to be coming in every direction around him. The Troll walked pass through a trash can and head out to the end of the street. Inside the trash can that the Troll passed by, the lid raised up with the little farm pony's head at the bottom, she quickly jumped out and hid on the side of a building.

"I could do this. I'm brave enough." Apple Bloom whispered to herself.

Apple Bloom walked cautious and determined, she stepped out of the building. Out in the street and hid behind an old wagon.

"Steady Apple Bloom. What will Mudshield do? He will never give up and they will rather fight than surrenderin'." Apple Bloom whispered as she peeked around a corner at the distant figure of Troll still sniffing and walking through the streets, the Troll looked back. After ducking back with a sudden gasp, she risked another look with sweat leaking out from her head.

The Troll kept on sniffing the air and finally he tracked the scent. He turned around and spotted at the direction at the wagon where Apple Bloom is hiding. The Troll picked up his hammer and start walking towards her hiding place. The Troll reached the small wagon and looked over. No one was there. The Troll scratched his head in confusion. The Troll sniffed the air again and still kept getting that same scent. He sniffed around and then he sniffed under his arm. He let out a disgusted belch, thinking that was the answer to the scent he's been following. The Troll gave up his patrol and has a quick look over his shoulder before walking off.

Next to the old wagon is an overturned wooden barrel, Apple Bloom peeked out from underneath, share a relieved look. Bloom got another furtive look at the departing out-of-towner from the alley and some bushes, working her way out through the forest. There in the forest, Apple Bloom arrived to her Crusader's Clubhouse. She quickly barged in and shut the door behind her.

"I did it. I made it." Apple Bloom signed in relieved.

"Apple Bloom?" A familiar voice called out to her.

"WHO'S THERE?!" Apple Bloom screamed as she jumped in fear.

Apple Bloom quickly looked around and saw two shadowy figures hiding in the corner of the clubhouse. The two figures emerge from the shadows and turned out to be Sweetie Belle and Scootaloo.

"Sweetie Belle? Scootaloo?" Apple Bloom shouted with happiness.

The little fillies rushed to each other and hugged in gratitude and relieve.

"I am so glad to see of y'all. Are y'all okay!" Apple Bloom said eagerly.

"We sure are." Scootaloo excited.

"We're all okay." Sweetie Belle smiled.

"But how?" Apple Bloom questioned.

"Probably the same way how you got here." Scootaloo replied.

"How long you two been here?" Apple Bloom slightly asked.

"Ever since the invasion started." Scootaloo explained.

"We've been hiding here ever since." Sweetie Belle said.

Apple Bloom was very relieved to see her friends safe and sound, but however she still got a job to do. "Have y'all seen my sister?"

"No we haven't her. When was the last time you saw her?" Scootaloo asked curiously.

"We haven't seen her after she tried to chase down after Twilight." Apple Bloom said.

"Rarity also chased after Twilight too. I've been trying to find my sister too." Sweetie Belle confused.

"That's weird, Rainbow Dash too." Scootaloo pondered for a bit. "I've been trying to find her also."

"Wait they're gone too?" Apple Bloom confused.

"They're all gone." Scootaloo answered.

"I haven't seen Fluttershy or Pinkie Pie either." Sweetie Belle said quickly.

"Where do you think they ran off to?" Apple Bloom wondered.

"You don't think…..they're….. they're…" Sweetie Belle shivering in fear, thinking that her sister and all of her friends were captured by the monsters too.

"No way! I know Rainbow Dash. She's too awesome. There is no way she could be captured by the likes of those things." Scootaloo protested.

"But what if they are?" Sweetie Belle frowned.

Scootaloo took a moment and sighed sadly. She knew that may possible. "Then what can we do?"

Apple Bloom saw that her two best friends are hopelessly depressed; she thought for a second and decided to find a way to encourage them. "Well, I tell you what we're goin' to do! We're goin' to save them!"

Sweetie Belle gasped in shock. "Apple Bloom, that's a horrible idea."

"We have to believe in ourselves." Apple Bloom said.

"But those things are everywhere. How are we going to save them?" Scootaloo reiterated.

"What will the Guardians do?" Apple Bloom trying to persuade Sweetie Belle and Scootaloo.

"The Guardians? But we are not like the Guardians. They have everything. They're tough, brave, and strong. We have nothing…we are just of bunch of little ponies." Scootaloo discouraged.

"We may not be Wolves or Guardians, but we are the Cutie Mark Crusaders." Apple Bloom shouted with pride.

Sweetie Belle and Scootaloo looked at Apple Bloom in confusion.

"Our sisters and friends have been there for us when we needed them. When we were all alone and didn't have our cutie marks, they were there for us. When I had cutie pox and nopony came out to help me, who was there for me? My sister. She was there for me." Apple Bloom turned to Sweetie Belle. "Sweetie Belle, when you were sad and depressed, who supported you? It was Rarity. She was there for you." Sweetie Belle let out a big smile after what she just heard. Apple Bloom then turned to Scootaloo. "Scootaloo, when we were campin' and you fell in the river, who saved you? It was Rainbow Dash. She was there for you." Scootaloo let out a little giggle when she remembered that night. "But now they need us and as Cutie Mark Crusaders, we are not just going to stand here and let our friends and family to die out there."

Apple Bloom's words have brought a little spirit in Sweetie Belle and Scootaloo. The two fillies took a moment to think and realized that Apple Bloom is right. They both smiled and nodded in acceptance.

"You're right, Apple Bloom." Sweetie Belle agreed.

"Yeah, we're right behind you." Scootaloo accepted.

"Thank you Sweetie Belle, Scootaloo." Apple Bloom appreciated.

"So what's the plan, Apple Bloom?" Sweetie Belle asked.

Apple Bloom opened her mouth, but didn't say a word. She realized that there is still one thing that she didn't plan yet.

"I'm…still workin' on that." Apple Bloom said nervously.

Realizing that they have completely missed the obvious, Scootaloo and Sweetie groaned and keel over to the ground.

* * *

**How are the Cutie Mark Crusaders going to save their friends? Will Twilight and her friends make to Imperiacus before the third day? Tune in next chapter. Please review.**


	6. Through the Buffalo Village

**Here's chapter six**. **If you wish to see the picture for the Wolf Guardians and the Nightwalkers, go to the Deviantart website on my profile.**

* * *

On the empty stretch of the dark cave, the ponies are walking down the cave road. Rainbow Dash is flying ahead, leading Twilight and the others towards the exit. They been walking for like less than an hour and they are very exhausted and tired, especially since they are walking in a dark musty cave.

"Oh, how much longer are we going to keep walking? My hooves are getting filthy." Rarity said as she stared down at her muddy hooves.

Applejack made annoyed signed as she looked back at Rarity. "Oh, quit complainin'. Besides, we've only been walking for like a half hour."

"But how far is it?" Rarity cried out more complaining.

Applejack groaned in grief and looked up at Rainbow Dash in the air. "Hey Rainbow Dash, are we almost there?!"

Rainbow Dash looked straight ahead and saw that the light is flashing closer and closer. "We're almost there. I can see the light up ahead."

"You see, we're almost there." Applejack signed in exhaustion, mostly from Rarity's whining.

Rarity harsh a little bit and decided to relax a little. She looked over to her side and saw that Twilight is still very unhappy. "Hey, Twilight. What's wrong, darling?"

Twilight snapped out of her mind when she heard her name calling out to her. "Huh?"

"You've been very quiet for a while. Is something bothering you or something?" Rarity said a little worried.

Then Pinkie Pie jumped in between Rarity and Twilight. "Are you sad? Because you look very sad."

Twilight hesitated a little bit and tried to speak. "Well…"

Fluttershy cut in. "Oh course, something's bothering her. Twilight is so sad because the Princess and our home are being destroyed by the Nightwalkers. Twilight is very sensitive when it comes to this sort of thing."

Rarity groaned in irritation. "Oh come on, Twilight. You don't have to blame yourself for this. There is nothing you could've done to prevent this."

Rainbow Dash flew lower next to Twilight. "Yeah, it's not your fault. This just happened. I mean, it's not like you were the no good pony who woke up Bloodfang."

Twilight forced up a little giggle and flicked her eyes evasively.

Rarity nodded her head in a full agreement. "Rainbow Dash is right, Twilight. You are the most gifted unicorn I have ever met, unlike that no good pony who woke up Bloodfang, now she's the one we should be blaming at."

Twilight tried to keep it together, but the more they talk about the accident, the more nervous she got. "Wait, I been thinking, maybe the pony who woke up Bloodfang didn't mean it. Maybe, she was just trying to prove a point and caused this by accident. Don't you ever think of that?

Fluttershy interrupted with a gasp. "Of course not, Twilight. Because everypony in Equestria knew that Bloodfang is the most evilest of all evil creatures in the world. Whoever pony woke him up knew what Bloodfang is capable of, which means that she only did it for her own selfish amusement."

Rainbow Dash shouted with a furious rage. "Yeah, Fluttershy's right! Once we find the Guardians and end this war. I will not rest until I find this pony and make sure she pays for what she's done."

"Hear, hear." Rarity agreed.

Even Pinkie Pie agreed. "You said it."

Applejack kept overhearing what all of her friends are saying to Twilight and decided that she had just about enough, knowing that this isn't helping her at all. "That's enough, y'all. Give Twilight some space. She's been through a rough time today. Let just focus on gettin' out of this cave." Then Applejack suddenly stopped and gasped what she is seeing ahead.

"A dead end?" Applejack shocked.

Rainbow Dash shouted in shock. "WAIT, THAT CAN'T BE RIGHT!"

Rarity growled impatiently at rainbow pegasus. "What gives, Rainbow Dash! I thought you knew where you're going!"

Rainbow Dash scratched her head in confusion. "I was…..I mean, I do. I mean…I swear I did saw a light flashing here somewhere. There's no way I could've miss that."

Applejack believed Rainbow Dash, she knew that she wouldn't lie about this and there was no question that even a pegasus like her could mislead her guidance. She decided to looked around again to find where the way out is. Then a small light flashed above her. She looked up and she saw it, the exit is on top of them. "Hey look! Up there!"

Back on the surface, a huge rock was pushed aside from the ground as Rainbow Dash's head peeks out. After she looked around to see if it's safe, when the coast is clear, Rainbow Dash and Fluttershy carried their friends out from the hole. When they were all out from the hole, the ponies view the new landscape. They realized that they're in a desert land, scatter of boulders and cactuses.

"So, where are we now?" Pinkie Pie asked.

Applejack looked around and observed the area. "Looks like we're in some sort of a desert."

"I can't believe it! Why are we here? Why did Zecora sent us here?! Stuck out here in the middle of nowhere!" Rainbow Dash complained while pacing around in the air.

"Would you please calm down?" Applejack said.

Don't tell me to calm down!" Rainbow Dash yelled.

"Oh dear, my hair can't take this level of heat." Rarity said while stroking her hair away from the heat.

"What do we do here from now? Where do we go from here?" Fluttershy slightly said.

Twilight looked around for herself, she thought for a moment realizing that there's something familiar about this place. "Have we been here before?"

"Yeah! We're in the middle of nowhere!" Rainbow Dash interrupted.

Twilight pushed Rainbow Dash away. "No, we must be somewhere. But I can feel that we been here before."

Rainbow Dash continued pacing angrily around in the air. "Oh, this just great! Ponyville and Canterlot is now being overthrown by Nightwalkers and now we are stuck here somewhere in the middle of the desert. She made a depressed groan and then dropped flat to the ground. "How can it get any worse!?"

Then suddenly, Rainbow Dash felt a trembling shake on the ground. All the ponies can feel it too, something is coming their way. Dust and smoke filled the air around them and the sound of rumbling hooves approached them. The tremor and the sound stopped. When the dust and smoke cleared away; they saw a huge herd of buffalo surrounding them.

"Halt! Who goes there?" A buffalos shouted out.

"It definitely got worse." Rainbow Dash said in a scared voice.

The buffalo snort out steam and begin to rush in to strike, but a sound of a female voice cried out. "Stop!"

All the buffalo halt. Twilight and the others stared frighten at the buffalos as they stopped. Then the buffalos began to move. In the middle of the herd, they created a buffalo wall in between. The wall parted to reveal a small female buffalos. It is Strongheart.

"Rainbow Dash? Pinkie Pie? Is that you?" Strongheart took a closer look at the intruders.

"Strongheart!" Rainbow Dash and Pinkie Pie shouted in joy.

A mile away, across the desert is the buffalo Indian village, where all the herd members are eating and milling among a clutch of tepees. Twilight and her friends are sitting around the fire for a feast offering. Each of the ponies is given that same bowl of that brown and mushy food that all the buffalo are eating.

"Oh great. This stuff again." Rainbow Dash burped as she pushed the bowl away.

As for Pinkie Pie, she is gobbling up hers. "This stuff taste even better than the last time we were here."

Rainbow Dash shivered in disgusted. "Ewww…Don't remind me."

However, Pinkie Pie wasn't the only pony who likes the food; Applejack is also munching the whole food in a mouthful and made chewing noisily with her mouth open. "Whatcha talkin' about. This stuff is great."

Rarity let out a disgusted groan as she watched Applejack chow down on her bowl. "Oh, I agree with Rainbow Dash. This stuff is very unpleasant."

"Rarity, we shouldn't be rude. We should respect and appreciate for other's giving." Fluttershy said politely.

"So, why aren't you eating yours then?" Rainbow Dash said suspiciously at Fluttershy.

Fluttershy sniffed her bowl; stick out her tongue in disgusted, and pushed it away. "Umm…I'm not really that hungry." Fluttershy chucked nervously as her cheeks glow red.

While the other ponies are busy with their "food", Twilight and Chief Thunderhooves are having an important conversation about what has happened.

"Hmm, I see. So, your home is being destroyed at this very moment. Destroyed by some powerful evil creature, am I right?" Chief Thunderhooves said.

"Yes, you heard about it too." Twilight surprised.

Chief Thunderhooves nodded his head. "Indeed we have. This morning, we saw many creatures and animals herding together, moving away from the north. They were all scared and frightened."

"It's like they were all running away from something…or someone." Strongheart said a little worried.

"You buffalos know things, right. Something that even ponies don't know about." Twilight wondered.

Chief Thunderhooves smiled at the purple unicorn. "We know many secrets that some ponies don't know about. We have lived in uncivilized world with many unnatural purposes. Every generation, we buffalos kept our cultures and our traditions remembered every day."

"What do you know about the Nightwalkers?" Twilight silently asked.

That question has driven all the buffalos to stop eating their food and stared shock at Twilight.

Chief Thunderhooves made a sad impression and closed his eyes. "The Nightwalkers? Oh yes, we all know them very well. Lord Bloodfang and his Nightwalkers nearly wiped out half of our ancestors centuries ago. He was a monster unlike any other. Born from the shadow of darkness. A terrifying demon."

"We honor the lives and sacrifice of our ancestors and we could never forget the beast who took it from them." Strongheart pointed out.

"You guys must know a lot about them." Twilight asked with concern.

"More that you know, Twilight." Chief Thunderhooves replied.

"We know mostly everything about those monsters." Strongheart said with a sad face.

Twilight frowned and took a deep breath. "Then I'm sorry to say this, but….. Lord Bloodfang has returned."

Chief Thunderhooves, Strongheart, and all the buffalos gasped as they heard that. Whispers are heard all around. The buffalos held each other close in fear. Chief Thunderhooves was shocked to what he just heard and said nothing. He only got up and head towards one of the huge tepee; he then looked back at Twilight and the others. "Come with me."

Chief Thunderhooves and Strongheart walked inside the huge tepee. Twilight and her friends got up and follow them. Inside the tepee is a smoking ground with ancient drawings painted on the walls.

"This is our sacred ground." Chief Thunderhooves said.

"What's so special about it?" Rainbow Dash asked.

"There are things you must know about this enemy." Chief Thunderhooves answered when he walked towards the wall and pointed out a painting of a huge bat with red eyes.

"There's a story. A story never told. The history of the Nightwalkers. How it all began." Chief Thunderhooves said as he stood next to the other paintings on the wall.

Twilight and her friends walk closer as Chief Thunderhooves explained solemnly. "As you may know, every story has a beginning. The story of Lord Bloodfang and the Nightwalkers weren't always like this. In fact, there comes a time where there wasn't even Bloodfang or the Nightwalkers. There were days, when the world was never consumed by evil and civil war."

Chief Thunderhooves then pointed out the next painting of two circles combining together, one is yellow and the other is black.

"It all started with the eclipse. Remember, the eclipse is the source of our way of life. It makes our land to grow food, refill our water supply, and gives us fresh air to breath. When the sun and the moon first rose into the sky and formed together to become this powerful element, it shined its power and created life, such as all of us."

"You mean like ponies, buffalos, griffons, and others like that?" Twilight asked.

Chief Thunderhooves nodded in confirmation. "Yes. The eclipse is our creator. In the beginning, when life was created, there were seven tribes on Equestria, our ancestors and each of them lived in separate territories to insure peace is kept without any disagreements from each other. They all have only one thing in common; they love and cherish the wonders of their creator. But one tribe did not. The Bat Tribe. Led and ruled by the bat king named Lord Bloodfang. He wanted to rule Equestria for himself and the only way to do it…. is by blocking the sky with complete darkness, preventing the eclipse to shine the power of life to our land."

Twilight spoke up in her tone subdued. "What will that do?"

Chief Thunderhooves stared off into distance. "If Bloodfang does prevent the eclipse from shining its power to the earth, the earth will be nothing but a whole wasteland of death for another hundred years. If he succeeds, he will rule the world and his victory will be the end of everything."

Twilight stepped forward anxiously. "He's already covered the skies of Canterlot and Ponyville with his darkness and he will stop at nothing until he has completely covered all over Equestria. And there is nothing we can do about it."

"Which means, the eclipse cannot shine the power of life to Equestria." Applejack said with shocking frown. "Our home will not grow food, water, or fresh air for another hundred years."

"The Nightwalkers will have completely taken over Equestria and soon the world. We have to do something about it!" Fluttershy shaking in fear.

Twilight nodded approvingly. "How do we get rid of the darkness that has covered all over Equestria?"

"That is the hardest part. You must destroy Bloodfang." Chief Thunderhooves answered.

Twilight asked desperately. "It won't be long till the eclipse comes. We need to find help from the ones who beat them before."

Chief Thunderhooves inquired in surprise. "Oh…you seek the wolves."

Strongheart eyes widen and surprised. "The Guardians?"

"You know the Guardians, too?!" Fluttershy said a little surprised.

"Yes, we do. They have once saved our ancestors from the beast's wrath. They are also one of the seven tribes on earth. They were the mightiest and the most strongest creatures than all of us." Chief Thunderhooves said with honor.

"We hold great honor to them and to all of their kind. We buffalos worship to all the wolf tribes." Strongheart said with gratitude.

"We know that only the Guardians can defeat the Nightwalkers." Fluttershy said.

Chief Thunderhooves smiled and pointed out the next painting on the wall, a wolf in a golden armor. "Yes, it is true. Only with them, our land can be saved."

"THEN YOU MIGHT KNOW HOW TO FIND THEM, RIGHT!?" Pinkie Pie shouted with joy.

"Indeed…" Chief Thunderhooves said as Twilight and her friends smiled in relieve. But then Chief Thunderhooves finished his sentences. "…..we don't." Twilight and her friend's faces' returned back to frown again.

"I'm sorry. The map to the land of Imperiacus was lost for a thousand years." Chief Thunderhooves apologized.

Twilight and all of her friends groaned as they lower their heads down in disappointment.

"Back to square one." Rainbow Dash signed miserably.

"However, there is a clue that can help you to find the map." Chief Thunderhooves called out.

"What's the clue?" Rarity asked in confusion.

Chief Thunderhooves walked closer to the other side of the wall and pointed out the last and final painting, the painting doesn't show a drawing, but only words. Chief Thunderhooves read out the painted words. "_Go to the kingdom of stone and rock. The kingdom ruled and protected by the heart of greatness. The kingdom that shines its light and reflects back with happiness. It is a kingdom of hope, an empire of heaven_."

"Was that all?" Rainbow Dash asked.

"No. There is also this." Chief Thunderhooves then pulled out a small object wrapped up in an old rag. He opened it up and inside revealed to be a piece of a broken stone with a little word written on it.

"What is it? Some kind of a rock?" Applejack examining the little piece of stone.

"Let me see." Twilight took a little look at the mysterious piece of rock and read what was written on it. "It said, "_Lead us the way_"." Twilight turned back to Chief Thunderhooves. "What does that mean?"

Chief Thunderhooves considered carefully. "That is something for you to find out. All I can do is tell you the clue and give you the item that comes with it. That is your destiny."

Twilight's eye began to dim; she realized that they are now on their own. "Do you think we will be able to find the Guardians before the time of the eclipse?"

"You must believe. Never give up on believing. It's always been about believing. If you believe in something so wonderful, anything is possible." Chief Thunderhooves said to Twilight with hope.

"This is going to be tough, y'all." Applejack murmured.

"You can't imagine, how are we ever going to get to Imperiacus from here?" Rarity stood down.

As the ponies signed in doubt, but as for Twilight, she is thinking carefully to the clue in her head. Then the answer popped into her mind, she knew what the clue meant.

Rarity noticed Twilight's lost in thought. "What's wrong, Twilight?"

"I think I know where to look next." Twilight spoke out.

Everypony stared at Twilight.

"Really, you do?" Fluttershy shouted with grief.

"Yes, it's in…." Twilight was about to tell them the answer, but then…..

"Please, do not tell us. It is best for us that we don't know." Chief Thunderhooves interrupted.

"Why not?" Twilight gasped.

Chief Thunderhooves signed. "It is for our own good. If the Nightwalkers find us, they will force us to talk. We want to be sure that we have nothing to give them."

"But then, they will kill you all." Twilight whispered in a sad tone.

Chief Thunderhooves took a moment of silence and then spoke. "It is for the best. It is unfortunate, we all may die, but we can't accept the world to die as well. The world is our precious treasure and we must not let them take it from us… That is the world we live in now." Chief Thunderhooves made a big smiled on his face.

* * *

_SONG: THAT IS THE WORLD WE LIVE IN NOW._

_(Chief Thunderhooves began to sing in a high strong voice.)_

_(Chief Thunderhooves)_

"_The world is made of air, land, and water. We certainly need all three."_

"_That is the world we live in now."_

_That is the world we live in now."_

_(All the buffalos walked in the tepee and joined __Chief Thunderhooves as they danced around him. Music of drums playing all around.)_

_(Chief Thunderhooves)_

"_Peace and love of all. The earth is our home. Let's keep our whole world young. Let's keep our whole world young!"_

"_So how can you give up on a life like this? All you have to do is believe. Have faith. The world will guild you a chance. The whole is a beautiful place. So don't give up."_

_(Buffalos)_

"_That is the world we live in now."_

"_That is the world we live in now."_

_(Twilight and the others clapped their hooves as they get into the music.)_

_(Chief Thunderhooves)_

"_The stars come out the beautiful night sky. We sing of the as the wind blows. We will soon put to a fight. The world is all we had. So don't give up."_

"_The land of earth is important to us, how can we give this up."_

_(Strongheart is jumped in and started dancing and singing as all the buffalos and ponies clapped around her.) _

_(Strongheart)_

"_Air is around us. The flower blooms the great power of the storm. It is there even though we cannot see it."_

_(Buffalos)_

"_That is the world we live in now."_

"_That is the world we live in now."_

"_The land is important to us. With their mountain and valley. It is the land we grow food. The land is our life."_

"_Look around you. There is hope. Our world is worth to fight for. Let's keep our whole world young. Let's keep our whole world young!"_

"_That is the world we live in now."_

_(Chief Thunderhooves)_

"_The oceans will flow. The powerful waves grow our land. With ice, snow, and rain that will make."_

"_The moon shines a kiss as we sing a lullaby. The gentle breeze of evening. It is our treasure. The whole world is our treasure. We can't let them take it from us. So don't give up."_

"_That is the world we live in now."_

"_That is the world we live in now."_

"_So don't give up."_

_(Strongheart and all the Buffalos) _

"_All living things are our live. Our generation. The magic of the whole world. Let's keep our whole world young. So don't give up."_

_(__Chief Thunderhooves__, Strongheart, and all the Buffalos singed as they danced around.) _

"_That is the world we live in now."_

"_That is the world we live in now."_

"_That is the world we live in….. NOW!"_

_(All the buffalos end their song as they continue dancing around the fire.)_

* * *

An hour later, Twilight and others have all the information they needed and decided to continue on their journey. They made their good-byes to all the buffalos in the village and head out. The ponies are now walking through the field heading away from the buffalo village. Twilight is leading first as the others followed.

"Where are we going, Twilight?" Rarity asked.

"Think about it. Chief Thunderhooves said that the map to Imperiacus is in a kingdom of stone and rock. A kingdom that is ruled and protected by the heart of greatness. The kingdom that shines its light and reflects back with happiness. It is a kingdom of hope, an empire of heaven." Twilight said as she knew what the clue meant.

"I still don't know what that means." Applejack confused.

Twilight stopped and looked back at her confused friends. "Come on, guys. A kingdom of stone and rock. A kingdom ruled and protected by the heart of greatness."

"Yeah, so?" Rainbow Dash said as she scratched her head.

Twilight stopped and turned to her friends, trying to make sure that all the ponies understand the question. "Tell me, what kind of a kingdom that is ruled and protected by a heart."

Rarity tried to solve the question in her mind. Then finally she figured it out. "Wait a minute? You don't think?"

"I don't think. I know." Twilight smiled as she finally got one of friends to know the answer.

"What is she talking about, Rarity?" Rainbow Dash said with impatient tone.

Rarity looked at Rainbow Dash. "The Crystal Empire." She then turned to Twilight. "Isn't it, Twilight?"

"That's right. It is a kingdom made out of crystal, which is also a stone and rock. It is ruled and loved by the Crystal Heart and it is an empire of heaven." Twilight explained.

"Hold on a minute. Let me get this straight. You're telling us that the crystal ponies have the map all along." Rainbow Dash said in confusion.

"I think they knew about it, but I don't think they remember it. The crystal ponies have suffered a horrible amnesia after King Sombra took over the Crystal Empire." Twilight said.

Applejack rubbed her chin, remembering another clue. "Chief Thunderhooves also said that the map has been lost for a thousand years."

"That was probably the same time when the Crystal Empire disappeared." Fluttershy added.

Twilight nodded without doubt. "It can't be a coincidence."

Pinkie Pie jumped in front of Twilight. "And you know what that means, right!"

Twilight shook her head. "That's right, Pinkie Pie. We are going to the Crystal Empire."

Back at the buffalo village, Chief Thunderhooves and Strongheart are still inside the old sacred tepee, staring at the paintings on the walls. Strongheart was starting to get very worried about her friends. "I sure hope that Twilight and the others know where they are going?"

Chief Thunderhooves came up to her and start patting her on the head. "You must believe, Strongheart. The pony Princesses brought them here for a reason."

"I hope so." Strongheart smiled.

Chief Thunderhooves and Strongheart finally head out through the curtain doors. Chief Thunderhooves swing the curtains open and looked out as they come out of the tepee. They're faces turned into shocked grimaces as they saw outside that there are swarms of Nightwalkers waiting for them. The herds of buffalos are there; they were all pinned down to the ground and held as hostages. At the head of the troops of the Nightwalkers is General Darkclaw.

"Ah, yes. You must be the new buffalo chief. Such an honor to meet you." Darkclaw hissed at the two buffalos.

Chief Thunderhooves slowly moved himself in a defense position as he held Strongheart closer to protect her.

"Let's just cut to the chase. The six ponies that were here earlier, where are they heading?" Darkclaw shouted in an impatience tone.

Chief Thunderhooves said nothing as the angry General walked in closer to him. "I said, where are they heading?!"

"I don't know anything, I cannot help you!" Chief Thunderhooves refused.

General Darkclaw growled in anger. "Then maybe, you will help by saving the little one over there." Darkclaw looked towards Strongheart, who is shaking in fear.

"My troops and I are getting very hungry from all that flying and we really love the taste for blood of children." Darkclaw licked his lips as the other Nightwalkers drool from their mouths in hunger.

Chief Thunderhooves can only stare in mute fear and began to sweat with horror, trying to make a hard decision.

"NOW TALK! WHERE ARE THEY HEADING! WHAT DID YOU TOLD THEM?!" Darkclaw shouted as his eyes glow red.

Back at the former castle of Canterlot, Three Nightwalker Trolls marched down the deserted street of the new empire. A huge crowd of chained ponies has gathered in front of the castle. Guards in the towers look down, apprehensive. The Trolls walked up, stopping in front of the stairs of the Canterlot Castle. Bloodfang emerged from the castle door and walked down the stairs, looking upon his collections of slaves; behind him, two Nightwalkers carried out the chained up Princess Celestia and forced her down the stairs and placed her next to him. One Nightwalker flew down and bowed down to Bloodfang.

"Report, has General Darkclaw left as I requested?" Bloodfang commanded.

"Yes, my lord. General Darkclaw is on his way to capture the fugitive ponies. He will be arriving shortly as you commanded." Nightwalker Guard said.

Bloodfang chuckled. "Good, now what is the status of all of Canterlot?"

"We have sealed all the entrances outside of the castle and we have already built up a fortress around the town called Ponyville. All of Canterlot Castle and village is now secured. Even if some ponies are still hiding out there, they still can't escape from us this time." Nightwalker Guard informed.

"Yes! Now, what about the other pathetic creatures out there from Canterlot?" Bloodfang smiled.

"We are closing in on all the remaining villages as we speak, soon every city and every creature in Equestria will be yours to command, my lord." Nightwalker Guard responded.

"Perfect! But, what about the Princess of the night, Princess Luna? Where is she?" Bloodfang said.

"We have scattered all over the castle and the entire village, but there is still no sign of her. We may believe that she is still out there somewhere, planning and gathering a resistance to attack us." Nightwalker Guard said.

"I want her found immediately!" Bloodfang snarled.

"I assure you, my lord. We will capture her when the night comes. She is the Princess of the night after all. She will be here soon." Nightwalker Guard said.

"I want everypony kneeling at my claws again. Every creature out there must fear and obey the mighty powers of Dark Lord Bloodfang!" Bloodfang yelled with impatience.

"Yes, my lord." Nightwalker Guard bowed down to him and flew away.

Bloodfang turned his attention to the frighten crowd of ponies. "Finally, Equestria is mine again." Bloodfang laughed manically.

"Equestria will not and always never will be yours, Bloodfang." Princess Celestia's voice shouted.

Bloodfang looked at his captured Princess and walked towards her. "Hahahaha…..my lovely little prisoner. Why won't you just give up and admit to yourself. I did it. I've won. I have taken over all of Canterlot once again. Now the darkness is rising all over Equestria. Your precious sun and moon is now blocked to shine its wonders."

"You can block the sun and the moon, but you can never block the wonders of the power from the great eclipse. My faithful student is still out there and soon, you and your monstrous followers will fall." Princess Celestia objected.

"Really, can she stop me from doing this?!" Bloodfang then grabbed Princess Celestia by the face and struck his two sharp fangs into her neck. She screamed in pain as Bloodfang sucked the blood and power from her. Princess Celestia slowly became weaker and dropped hard into the ground. Bloodfang released his fangs out of the Princess's neck while he licked is lips with his tongue. "Oh, how I remember the sweet taste of your blood. The delicious nectar of your powers. Soon, I will continue feasting on you until you are nothing but skin and bones. And once I'm done with you, I will feast on your little sister, and then I think I will enjoy devouring your star student."

Princess Celestia only responded of a moaning in pain. Bloodfang looked down to all the frighten ponies and spoke to them in his deep, high, and imperious voice. "PONIES OF CANTERLOT!"

All the ponies become more scared and frightened as the evil dark lord called to them.

"I AM LORD BLOODFANG: LEADER OF THE NIGHTWALKERS! BUT I KNOW YOU PONIES ALREADY KNOW ME WELL, DON'T YOU. I KNOW YOU PONIES HAVE READ ABOUT ME IN BOOKS. I ASSURE YOU I AM NOT A LEGEND; I AM NOT A FAIRY TALE. I AM REAL. I HAVE ALWAYS BEEN REAL. YOUR KINGDOM HAS FALLEN. MY FORCES HAVE ALREADY BEGUN TO CONQUER YOUR PRECIOUS LAND. YOU'RE BEAUTIFUL AND LOVING PRINCESS IS NOW MY PRISONER AND HER POWERS AND BLOOD ARE NOW MINE TO DRAIN. I AM YOUR MASTER NOW. AND AS YOUR NEW RULER, I WILL BRING THIS NEW ERA TO ITS FORMER GLORY. SURRENDER YOUR FREEDOM. OBEY OUR COMMAND. BE OUR SLAVES." Bloodfang laughed as hovered his wings a few feet from the ground as clouds of darkness swirl in the sky, making it even darker.

"WELL, I REFUSE!" A loud voice yelled out.

Bloodfang snapped out of his laughter and looked around the crowd in extreme anger. "WHO DARES QUESTION ME?!"

"I DID!" The voice came from the center of the crowd, from a white, rich stallion. It is Prince Blueblood.

"I am Prince Blueblood! I am a prince of the royal family. This is our home, our lifestyle, our rich and glorious palace. How dare you just fly right in here and start giving us orders. We do not do as you ask. We do not obey to some filfy old bat telling us what to do. We are royal ponies. You may have done this back in the old boring ancient times, but things are different here, things have changed. And I refuse to work hard or get my royal hooves dirty just because you said so!" Prince Blueblood shouted out in a spoiled fashion voice.

Bloodfang chuckled evilly after he heard the spoiled stallion's speech. "If that's the way you want it." Bloodfang then snapped his claws.

Three Nightwalkers flew down and surrounded the royal prince. They circled him and finally they attacked him. Prince Blueblood screamed for help as the Nightwalkers piled on him and started stabbing their sharp fangs into his neck, sucking his blood. All the pony prisoners can't do anything; they helplessly watch the three Nightwalkers feasting on Prince Blueblood.

Bloodfang laughed as he watched his soldiers drain the stallion's blood. "Feed, my children….FEED!"

The scream of Prince Blueblood finally faded; the three Nightwalkers stepped back away from their prey and flew off. All that remained of Prince Blueblood was a thin skinny skin-covered bones, twitching, and moaning in pain.

"Let him be an example to all of those who defy me." Bloodfang threatened the other ponies if they ever dare question him again.

The crowd shocked gasped, crying in tears, and screamed with horror.

"We are the Nightwalkers! Serve us….or not and face extinction. BOW BEFORE ME!" Bloodfang made a growling shout.

Bloodfang looked down and finally seeing the entire pony population within the castle grounds fall prostrate on the ground in a wave like pattern, bowing to him, now at his mercy.

"Good." Bloodfang growled.

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**What will happen next? Find out in the ne****xt chapter. Please review.**


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